FEDERAL LAW NO. 208-FZ OF DECEMBER 26, 1995 ON JOINTSTOCK COMPANIES (with the Additions and Amendments of June 13,
1996, May 24, 1999, August 7, 2001, March 21, October 31, 2002,
February 27, 2003, February 24, April 6, December 2, 29, 2004,
December 27, 31, 2005, January 5, July 27, December 18, 2006,
February 5, July 24, December 1, 2007, April 29, 2008)
Adopted by the State Duma on November 24, 1995
Chapter I. General Provisions
Article 1. Sphere of Application of this Federal Law
1. In accordance with the Civil Code of the Russian Federation, this
Federal Law shall determine the procedure for the formation, reorganisation, liquidation and the legal status of joint-stock companies, the
rights and duties of their shareholders, and also shall ensure the protection
of the rights and interests of shareholders.
2. This Federal Law shall apply to all joint-stock companies formed or
to be formed in the Russian Federation, unless otherwise provided for by
this Federal Law or by other federal laws.
3. Federal laws shall define the particular aspects of the formation,
re-organisation, liquidation, and the legal status of joint-stock companies in
the spheres of banking, investment, and insurance activities.
4. Federal laws shall define the particular aspects of the formation,
re-organisation, liquidation, and the legal status of joint-stock companies
established based on collective and state farms, and also other agricultural
enterprises reorganized in accordance with Decree of the President of the
Russian Federation No. 323 of December 27, 1991 on Urgent Measures to
Carry out the Land Reform in the RSFSR, and also the peasant (or private)
farms, servicing and service enterprises for agricultural producers, namely,
enterprises of material and technical supply, repair and technical
enterprises, enterprises for agricultural chemistry, tree farms, inter-farm
construction organizations, rural electric power enterprises, seed-growing
stations, flax plants, and enterprises for the processing of vegetables.
5. The peculiarities of the formation of joint-stock companies in the
event of privatisation of state and municipal enterprises shall be determined
by federal law and other legal acts of the Russian Federation on
privatisation of state and municipal enterprises. The peculiarities of the
legal status of the joint-stock companies formed in the event of privatisation
of state and municipal enterprises having 25 per cent of their shares in
state ownership or municipal ownership or in respect of which the special
participation right of the Russian Federation, Russian regions or municipal
entities to take part in the management thereof is exercised ("golden
share"), shall be determined by a federal law on the privatisation of state
and municipal enterprises.
The particular aspects of the legal status of joint-stock companies
established by privatizing state and municipally-owned enterprises shall be
effective upon adoption of the decision concerning privatization until the
time of sale by the State or by a municipal formation of 75 per cent of
shares owned by them in such a joint-stock companies, but not later than
the end of the period for privatization determined by the privatization plan of
such an enterprise.
Article 2. The Basic Provisions Concerning Joint-Stock Companies
1. A joint-stock company (hereinafter referred to as a company) is a
commercial organization whose charter capital is divided into a definite
number of shares of stock certifying the rights and obligations of the
participants in the company (shareholders) to the company.
Shareholders shall not be liable for obligations of the company and
shall bear the risk of losses associated with its activity only to the extent of
the value of shares of stock owned by them.
Shareholders who have not paid for stock in full shall be jointly and
severally liable for the obligations of the company to the extent of the
unpaid portion of the value of shares of stock owned by them.
The shareholders shall be entitled to alienate the shares they own,
without the consent of the other shareholders and the company.
2. The provisions of the present Federal Law shall extend to
companies having one shareholder in as much as is not provided otherwise
in the present Federal Law and does not conflict with the essence of
relevant relationships.
3. A company is a legal entity; it has separate assets in its ownership
which are reported in a separate balance sheet and may in its own name
acquire and exercise property and personal non-property rights, incur
obligations, and be plaintiff or defendant in court.
The company shall not be entitled to make deals not relating to the
founding of the company until the time when payment is made for 50 per
cent of the company's shares distributed among its founders.
4. A company shall have civil rights and bear obligations required to
pursue any types of activities not prohibited by federal laws.
A company may engage in certain types of activities, the list of which
is determined by federal laws, only on the basis of a special authorization
(or license). If granting of a special authorization (or license) to engage in a
certain type of activity is conditioned on the engaging in such activity
exclusively, during the period of operation of the special authorization (or
license) the company may not engage in other types of activities
throughout the period of operation of the special authorization (or license),
except for the types of activities provided for by the special authorization (or
license) or concomitant thereto.
5. A company shall be considered to be created as a legal entity
upon its state registration according to the procedure established by federal
laws. A company shall be created without time limitation unless otherwise
provided for by its charter.
6. A company shall have the right to open bank accounts in the
Russian Federation and outside its boundaries according to the established
procedure.
7. A company must have a circular seal containing its full company
name in Russian and a reference to its location. The seal also may indicate
the company name in any foreign language or in any language of peoples
of the Russian Federation.
A company may have stamps and letterheads with its name, emblem,
and trademark and other means of visual identification registered according
to the established procedure.
Article 3. Liability of a Company
1. A company shall be liable to the extent of its assets.
2. A company shall not be liable for the obligations of its
shareholders.
3. If the insolvency (or bankruptcy) of a company is caused by the
actions (or failure to act) of its shareholders or other persons vested with
the right to issue instructions binding upon the company or otherwise
having the power to determine its actions, then such shareholders or other
persons may, if the company lacks sufficient assets, be held vicariously
liable for its obligations.
The insolvency (or bankruptcy) of a company is considered to be
caused by the actions (or failure to act) of its shareholders or other persons
vested with the right to issue instructions binding upon the company or
otherwise having the power to determine its actions, only where they have
exercised such right and/or power in the furtherance of the company's
carrying out of actions, knowing in advance that the consequence of
carrying out said action would the insolvency (or bankruptcy) of the
company.
4. The State or its bodies shall not be liable for the obligations of the
company and the company shall not be liable for the obligations of the
State or its bodies.
Article 4. Company Name and Location of a Company
1. The company shall have a full company name and it has the right
to have a brief company name in the Russian language. The company is
also entitled to have a full and/or brief company name in the languages of
the peoples of the Russian Federation and/or in foreign languages.
The full company name of the company in Russian shall comprise its
full name and an indication of the type thereof (closed or open). The brief
company name of the company in Russian shall comprise its full or brief
name and the words "closed joint-stock company" or "open joint-stock
company" or the abbreviation "ZAO" or "OAO".
The official name of a company in the Russian language and in the
languages of the peoples of the Russian Federation may contain foreign
credits in the Russian transcription or in the transcription of the peoples of
the Russian Federation, with the exception of the terms and abbreviations
reflecting the organizational-legal form of the company.
Other demands on the company's official name shall be established
in the Civil Code of the Russian Federation.
2. The location of the company shall be determined by the place of its
state registration.
Article 5. Branches and Representative Offices of a Company
1. A company may create branches and open representative offices
on the territory of the Russian Federation in compliance with the
requirements of this Federal Law and other federal laws.
A company shall create branches and opening representative offices
outside of the boundaries the territory of the Russian Federation also in
compliance with the legislation of the foreign state where the branch or
representative office is located, unless otherwise provided for by an
international treaty of the Russian Federation.
2. A branch of a company is a self-contained division thereof located
other than at the location of the company, which performs all or some of its
functions, including the functions of a representative office.
3. A representation of a company is a self-contained division thereof
located owher than at the location of the company, which represents and
protects the interests of the company.
4. Branches and representative offices shall not be legal entities and
shall operate on the basis of a statute approved by the company. A branch
or a representative office shall be provided with assets by the company
which created it, which assets are reported both in their separate balance
sheets and in the balance sheet of the company.
The head of a branch and the head of a representative office shall be
appointed by the company and shall act on the basis of a power of attorney
issued thereby.
5. A branch or representative office shall operate in the name of the
company which created it. The company which created the branch or
representative office shall be liable for its activities.
6. The charter of a company must include information regarding its
branches and representative offices. Notices regarding amendments to the
charter of a company in connection with the change of information
regarding its branches and representative offices shall be given to the state
registration of legal entities body for informational purposes. Such
amendments to the charter of the company shall take effect for third
persons upon the delivery of the notice of such changes of the body
responsible for the state registration of legal entities
Article 6. Subsidiaries and Dependents
1. A company may have subsidiaries and dependents which enjoy
the rights of a legal entity on the territory of the Russian Federation and
which are formed in accordance with this Federal Law and other federal
laws, and may also have those outside the Russian Federation which are
formed in accordance with the legislation of the foreign state where the
subsidiary or dependent is located, unless otherwise provided for by an
international treaty of the Russian Federation.
2. A company shall be deemed a subsidiary if another (principal)
business company (or partnership), by virtue of predominant participation in
its charter capital or in accordance with a contract concluded between
them, or otherwise, has the power to determine decisions adopted by such
company.
3. A subsidiary shall not be liable for the debts of the principal
company (or partnership).
A principal company (or partnership) which has the right to issue
binding instructions to the subsidiary shall be jointly and severally liable
with such subsidiary for transactions concluded by the latter in the
fulfillment of such instructions. The principal company (or partnership) shall
be considered to have the right to issue binding instructions to the
subsidiary only when such right is provided for in a contract with such
subsidiary or by the charter of such subsidiary.
In the event of the insolvency (or bankruptcy) of the subsidiary
through the fault of the principal company (or partnership), the latter shall
be vicariously liable for debts of the former. The insolvency (or bankruptcy)
of the subsidiary shall be considered to have occurred through the fault of
the principal company (or partnership) only when the principal company (or
partnership) has used the above right and/or power in furtherance of the
subsidiary's carrying out of actions, knowing in advance that the
consequence of carrying out the said action would be the insolvency (or
bankruptcy) of the subsidiary.
The shareholders of a subsidiary shall have the right to demand that
the principal company (or partnership) compensate losses caused through
its fault to the subsidiary. The losses shall be considered to be caused
through the fault of the principal company (or partnership) only when the
principal company (or partnership) has used its right and/or power in
furtherance of the subsidiary's carrying out of actions, knowing in advance
that the subsidiary would incur losses as a consequence of carrying out
such actions.
4. A company shall be deemed a dependent if another (prevailing)
company holds more than 20 percent of the voting stock in the former
company.
A company which has acquired more than 20 per cent of the voting
stock in a company shall be obliged to publish information thereon
immediately according to the procedure established by the the federal
executive body responsible for the securities market
Article 7. Open and Closed Companies
1. A company may be open or closed, which shall be reflected in its
charter and company name.
2. The open company shall have the right to hold open subscriptions
to the stock it is issuing and to sell such stock without limitations, subject to
the requirements of this Federal Law and other statutory acts of the
Russian Federation. An open company shall have the right to hold closed
subscriptions to the stock it is issuing, except in instances when the
possibility of holding closed subscriptions is limited by the charter of the
company or requirements of statutory acts of the Russian Federation.
The number of shareholders of an open company shall not be limited.
In an open company it is prohibited to establish the company's or its
shareholders' priority right to acquire shares alienated by shareholders of
the company.
3. A company whose stock is only distributed among its founders or
another previously determined range of persons is deemed a closed
company. Such company may not hold open subscriptions to the stock it is
issuing or otherwise offer the same for acquisition to an unlimited number
of persons.
The number of shareholders of a closed company shall not exceed
fifty.
If the number of shareholders of a closed company exceeds the
number established by this Clause, then such company within one year
shall be transformed into an open company. If the number of its
shareholders is not reduced to the number stipulated in this Clause, then
the company shall be subject to liquidation on the basis of a court ruling.
The shareholders of the closed company shall enjoy a right of priority
to acquire shares sold by the other shareholders of the company at a price
offered to a third person pro rata to the quantity of the shares owned by
each of them, unless another procedure is provided in the company's
charter for exercising this right. The charter of a closed company may
envisage the company's priority right to acquire shares sold by its
shareholders if shareholders did not use their priority right to acquire the
shares.
A shareholder of the company who intends to sell his shares to a
third person shall notify accordingly the rest of the company's shareholders
and the company proper including indication of the price and other terms
for the sale of the shares. The company's shareholders shall be notified
through the company. Except as otherwise provided in the company's
charter the company's shareholders shall be notified at the expense of the
shareholder who intends to sell his shares.
If the shareholders of the company and/or the company do not use
their priority right to acquire all the shares offered for sale within two
months of such a notice, unless a shorter term is stipulated by the
company's charter, the shares may be sold to a third person at the price
and on the terms of which the company and the shareholders have been
informed. The term for exercising the priority right envisaged by the charter
of the company shall be at least equal to ten days after the date of the
notice sent, by the shareholder who intends to sell their shares to a third
person, to the rest of the company's shareholders and to the company
proper. The term for exercising the priority right shall be terminated if
before its expiration written applications are received from all the
shareholders of the company as to their desire to exercise or refusal to
exercise the priority right.
When shares are sold in breach of the priority right of acquisition any
shareholder of the company and/or the company proper, if the charter of
the company envisages the company's priority right to acquire shares, shall
be entitled to apply to the court claiming the transfer of buyer's rights and
duties thereto, within three months after the time when the shareholder or
the company learned or should have learnt about such a breach.
4. Companies whose founders are, in the instances stipulated by
federal laws, the Russian Federation, a member of the Russian Federation,
or a municipal formation (except for companies formed in the process of
privatization of state and municipally-owned enterprises) may only be open
companies.
Chapter II. The Formation, Re-Organisation and Liquidation of a
Company
Article 8. Formation of a Company
A company may be formed by being founded as a new company or
by means of the reorganization of an existing legal entity (accession,
division, separation, or transformation).
A company shall be considered formed upon its state registration.
Article 9. Founding of a Company
1. A company shall be formed by founding by decision of the
founders (or founder). The decision on the founding of a company shall be
adopted at the organizational meeting. In the event a company is founded
by a sole individual, such individual alone adopts the decision on the
founding of a company.
2. The decision on establishing a company must contain the results
of voting of the founders thereof and the decisions adopted by them in
respect of the matters of establishing the company, approving the charter
thereof, electing the company's governing bodies and the inspection
commission (inspector) of the company.
3. The founders shall unanimously adopt decisions on the founding of
a company, approval of its charter, and approval of the monetary valuation
of securities, other items or property rights, or other rights having monetary
valuation contributed by the founders to pay for the company stock.
4. The company's governing bodies, its inspection commission
(inspector) shall be elected and, in the case provided for by this Item, the
company's auditor shall be endorsed, by the founders of the company by a
three quarters majority of votes which represent the stocks to be distributed
to the founders thereof.
When establishing a company, the founders thereof may endorse the
company's auditor. In this case, a decision on establishing the company
must contain the results of voting of the company's founders and the
decision on endorsing the company's auditor rendered by the founders
thereof.
5. The founders of the company shall enter into a contract in writing
regarding the formation of the company, which determines the procedure
for their engaging into the joint activity of the founding of the company, the
amount of the charter capital of the company, the categories and types of
stock subject to placement among the founders, and amount and
procedure for the paying therefor, and the rights and duties of the founders
in connection with the formation of the company. A contract regarding the
formation of a company shall not be the foundation document of the
company.
In the event of a company's having been founded by one person the
decision whereby it is founded shall set out the amount of its authorised
capital, the categories (types) of shares and the rate and procedure for the
payment of shares.
6. The peculiarities of founding companies with a foreign investors'
interest may be set out by federal laws.
Article 10. Founders of a Company
1. The founders of a company shall be citizens and/or legal entities
who have adopted a decision on the founding thereof.
The state bodies and bodies of local self-government may not act as
the founders of a company, unless otherwise provided for by federal laws.
2. The number of founders of an open company shall not be limited.
The number of founders of a closed company may not exceed fifty.
A company may not have as a sole founder (or shareholder) another
business company consisting of one person, if not otherwise established by
federal laws.
3. The founders of a company shall be jointly and severally liable for
the obligations associated with the formation of the company and arising
prior to the state registration of such company.
A company shall not be liable for the obligations of the founders
associated with the formation of the company, unless their actions have
been subsequently approved by the general meeting of shareholders.
Article 11. Charter of a Company
1. The charter of a company shall be the foundation document of the
company.
2. All company bodies and company shareholders shall comply with
the requirements of the company charter.
3. The company charter must contain the following information:
the full and abbreviated names of the company;
the location of the company;
the type of company (open or closed);
the number, par value, and categories (common, preferred) of stocks,
and types of preferred stock to be placed by the company;
the rights of the holders of stock of each category (or type);
the amount of the charter capital of the company;
the composition and authority of the governing bodies of the
company and the procedure for the adoption of resolutions by them;
the procedure for the preparation and conducting of the general
meeting of shareholders, including decisions on matters to be resolved by a
qualified majority or unanimous vote of the governing bodies of the
company;
information concerning branches and representative offices of the
company;
other provisions provided for by this Federal Law and other federal
laws.
The company's charter may impose limits on the quantity and total
par value of stock held or the maximum number of votes cast by any one
shareholder.
The company's charter may contain other provisions which are not
contrary to this Federal Law and other federal laws.
The charter of the company shall contain information on the exercise
of the special right of the Russian Federation, a Russian region or a
municipal entity of taking part in managing the company ("golden share").
4. If so required by a shareholder, auditor, or any interested person, a
company shall be obliged within reasonable a period to provide them with
the possibility to familiarize themselves with the company's charter,
including amendments and addenda thereto. If so required by a
shareholder, the company shall be obliged to provide such stockholder with
a copy of then effective company's charter. Payment recovered by the
company for a copy may not exceed the expenses for the manufacture
thereof.
Article 12. Amending the charter of a company and approving a new
version of the charter of a company
1. The charter of a company shall be amended or a new version of
the charter of a company shall be approved by the decision of a general
meeting of shareholders, except for the cases stipulated in Items 2 - 6 of
the present Article.
2. The introduction of amendments and addenda to the charter of a
company according to the results of flotation of its shares, in particular,
amendments relating to an increase in the company's authorised capital,
shall be effected on the basis of the results of placing the company's stocks
by decision of a general meeting of stockholders on increasing the
authorised capital of the company or the decision of the company's board
of directors (supervisory board), if under the company's charter the latter
has the right to take such decisions, on the basis of the decision of a
general meeting of stockholders on decreasing the authorised capital by
way of reducing the nominal value of stocks thereof, or by other decision
being the basis for floating shares and emissive securities convertible into
stocks and a registered report on the results of a stock issue or, if
according to a federal law the procedure for issuing stocks does not
provide for the state registration of the report on the results of the stocks'
issue, an extract from the register of emissive securities. When the
authorised capital of a company is increased by means of floating
additional stocks, the authorised capital shall be increased by the face
value sum of the additional stocks so floated and the quantity of announced
shares of specific category and type shall be reduced by the number of the
additional stocks of these categories and types floated.
3. The introduction of amendments and addenda to the charter of a
company in connection with a reduction in the company's authorised capital
by means of acquisition of the company's stock for the purpose of paying
them off shall be effected by decision of a general meeting of shareholders
on such a reduction and a report on the results of the stocks' acquisition
endorsed by the board of directors (supervisory board) of the company.
The introduction of amendments and addenda to the company's charter in
connection with a decrease of the company's authorised capital by paying
off the own stocks of the company possessed by it in the cases provided
for by this Federal Law shall be effected on the basis of the decision of a
general meeting of shareholders on such decrease and a report on the
results of the stocks' redemption endorsed by the company's board of
directors (supervisory board). In such a case, the authorised capital of the
company shall be reduced by the face value sum of the stocks so paid off.
4. The insertion of provisions in the charter of a company concerning
the exercise of the special right of the Russian Federation, a Russian
region or a municipal entity to participate in the management of said
company ("golden share") shall be effected by a decision of the
Government of the Russian Federation, a governmental body of a Russian
region or a local government body on the exercise of the special right and
the deletion of such provisions shall be effected by the decision of these
bodies on the termination of such a special right.
5. The introduction of amendments to the charter of a company in
connection with the formation of branches, opening of the company's
representative offices or the liquidation thereof shall be effected by decision
of the board of directors (supervisory board) of the company.
6. The introduction of amendments and addenda to a company's
charter, as regards specifying the rate of its authorised capital, shall be
effected subject to the results of floating stocks as of the time of
establishing the company by way of re-organisation in the form of merger
on the basis of a contract of merger and a registered report on the results
of the issue of the stocks floated when establishing this company.
Article 13. State Registration of a Company
A company shall be subject to state registration with the body
exercising the state registration of legal entities under such procedure as
may be determined by federal law on the state registration of legal entities.
Article 14. State Registration of Amendments and Addenda to a
Company's Charter or Restated Version of a Company's Charter
1. Amendments and addenda to the company's charter or the
restated version of the company's charter shall be subject to state
registration according to the procedure determined by Article 13 hereof with
respect to the company's registration.
2. Amendments and addenda to the company's charter or the
restated version of the company's charter shall become effective with
respect to third persons upon their state registration, or where stipulated
hereby, upon notification of the body exercising state registration.
Article 15. Reorganization of a Company
1. A company may be voluntarily reorganized according to the
procedure provided for by this Federal Law. The peculiarities of the
reorganization of a company being a natural monopoly entity over 25 per
cent of the shares of which is placed in federal ownership shall be provided
by a federal law establishing grounds and procedure for the reorganization
of such a company.
The Civil Code of the Russian Federation and other federal laws shall
provide for other grounds and procedures of reorganization of a company.
2. The reorganization of a company may be carried out in the form of
merger, accession, division, separation, or transformation.
3. The assets of companies formed as the result of a re-organisation
shall be generated only from the assets of the companies being reorganised.
4. A company shall be deemed reorganized upon state registration of
the resultant legal entities, except when reorganized by accession.
In the event of re-organisation of a company in the form of another
company being affiliated thereto, the former shall be deemed reorganised
as of the time when an entry on the termination of the affiliated company's
activities is made in the combined state register of legal entities.
5. Federal laws shall determine the procedure for the state
registration of companies resulting from reorganization and for posting an
entry on the termination of activities of the reorganized companies.
6. Within 30 days of the date of the decision whereby a company is
re-organised or where a company is re-organised in the form of a merger or
affiliation, after the date of the decision to this effect made by the last of the
companies involved in the merger or affiliation, the company shall notify in
writing its creditors and publish an announcement about the decision so
made in a printed publication intended for the making public of information
on the state registration of legal entities. In this case the creditors of the
company shall within 30 days of the date when the notices were forwarded
to them or within 30 days after the date when the announcement of the
decision was published, be entitled to demand in writing a termination or
discharge of relevant obligations of the company before the due date and
reimbursement of losses.
The state registration of companies formed as the result of a reorganisation and the making of entries on the termination of the activities of
re-organised companies shall be effected if there is proof that the creditors
have been notified in compliance with the procedure established in this
item.
If the statement of division/separation provides no possibility for
determining the successor of the reorganized company, then the new
established legal entities shall be jointly and severally liable for the
obligations of the reorganized company with respect to its creditors.
The transfer certificate and the partition balance sheet must contain
the provisions concerning legal succession in respect of all obligations of
the company to be re-organised towards its creditors and debtors, including
disputable obligations, and a procedure for defining legal succession in
connection with modifications of the type, composition and value of
property of the company to be re-organised, as well as in connection with
the rise, modification and termination of the rights and duties of the
company to be re-organised that can take place after the date when the
transfer certificate and the partition balance sheet are drawn up.
7. A contract of merger, a contact of affiliation or a decision on reorganisation of a company in the form of division, devolution or
transformation may provide for a special procedure for making by the
company to be-reorganised some transactions and (or) some kinds of
transactions, or for the prohibition to make them as of the time of rendering
the decision on the company's re-organisation and up to the time of its
completion. A transaction made in defiance of the said special procedure or
prohibition may be declared invalid on the basis of a claim of the company
to be re-organised and (or) the companies to be re-organised, as well as of
a stockholder of the company to be reorganised and (or) the companies to
be re-organised that was such at the time of making the transaction.
In respect of the persons specified in Subitems 5-7 of Item 3 of Article
16, Subitems 4-6 of Item 3 of Article 18, Subitems 4-6 of Item 3 of Article
19, Subitems 4-7 of Item 3 of Article 20 of this Federal Law a contract of
merger or a decision on a company's re-organisation in the form of division,
affiliation or transformation must contain the following:
Name and data of the document certifying the identity (the
document's series and (or) number, date and place of its issuance, body
that has issued it) - in respect of natural persons;
denomination, data on the location - in respect of the management
organisation, if such contract or decision provides for the transfer of powers
of the personal executive body a company to be established by way of reorganisation to the management company.
If a contract of merger or a decision on a company's reorganisation in
the form of division, devolution or transformation provide for indicating the
auditor of the company to be established or the companies to be
established, such contract or decision must contain the following:
Denomination and data on the location - in respect of an audit
organisation;
Name and data of the document certifying the identity (the
document's series and (or) number, date and place of its issuance, body
that has issued the document) - in respect of an individual businessman
engaged in audit activity without forming a legal entity.
Article 16. Merger of Companies
1. The merger of companies shall be deemed to be the arising of a
new company by transferring to it of all the rights and obligations of two or
several companies with the termination of the latter companies.
2. The companies participating in a merger shall enter into a merger
contract. The board of directors (or supervisory board) of each company
participating in the merger shall submit for settling by a general meeting of
shareholders of each such company the question of reorganisation in the
form of merger, as well as the question of electing members of the board of
directors (supervisory board) of a company to be established as a result of
the merger.
A general meeting of shareholders of each company participating in a
merger shall render a decision as to the re-organisation of each such
company in the form of merger comprising endorsement of the contract of
merger, the transfer certificate of the company participating in the merger,
the charter of the company to be established by way of reorganisation in
the form of the merger, as well as shall render a decision in respect of
electing members of the board of directors (supervisory board) of the
company to be re-organised in the number established by a draft contract
of merger for each company participating in the merger, if the charter of the
company to be established in compliance with this Federal Law does not
provide for the exercise of the functions of the board of directors
(supervisory board) of the company by a general meeting of this company's
stockholders. The ratio of the number of members of the board of directors
(or supervisory board) of the company to be established elected by each
company participating in a merger to the total number of members of the
board of directors (or supervisory board) of the company to be established
must be proportionate to the ratio of the number of the stocks of the
company to be established, which are subject to distribution to stockholders
of the appropriate company participating in the merger, to the total number
of the stocks of the company to be established which are subject to
distribution. The number of members of the board of directors (or
supervisory board) of the company to be established which are elected by
each company participating in the merger, estimated in compliance with
this Item, shall be approximated to a whole number in compliance with the
effective procedure of approximation.
3. A contract of merger must contain the following:
1) denomination and data on the location of each company
participating in the merger, as well as denomination and data on the
location of the company to be established by way of re-organisation in the
form of merger;
2) procedure for, and terms of, the merger;
3) procedure for converting stocks of each company participating in
the merger into stocks of the company to be established and conversion
ratio (coefficient) of stocks of such companies;
4) indication as to the number of members of the board of directors
(or supervisory board) of the company to be established which are elected
by each company participating in the merger, if the charter of the company
to be established in compliance with this Federal Law does not provide for
exercising the functions of the board of directors (supervisory board) of the
company to be established by a general meeting of stockholders of this
company;
5) list of members of the inspection commission or indication as to
the inspector of the company to be established;
6) list of members of the collective executive body of the company to
be established, if the charter of the company to be established provides for
the collective executive body and its forming pertains to the authority of a
general meeting of shareholders;
7) indication as to the person exercising the functions of the personal
executive body of the company to be established;
8) denomination and data on the location of the professional
securities market maker exercising the activity of keeping the register of
owners of registered securities of the company to be established
(hereinafter referred to as the registrar), if under the federal laws the
register of stockholders of the company to be established must be kept by
the registrar.
3.1. A contract of merger may contain an indication as to the auditor
of the company to be established by way of re-organisation in the form of
merger and the registrar of the company to be established, an indication as
to the transfer of powers of the personal executive body of the company to
be established to the management company or the manager, other data on
the persons specified by Subitems 5-7 of Item 3 of this Article, other
provisions concerning re-organisation which do not contravene federal
laws.
4. In the event of a merger of companies the shares of a company
that were owned by another company taking part in the merger and also its
own shares owned by the company taking part in the merger shall be
redeemed.
5. If companies are merged, then all the rights and duties of each
shall be transferred to the new company, pursuant to a deed of transfer.
Article 17. Accession of a Company
1. The accession of a company shall be deemed to be the
termination of one or several companies with the transfer of all their rights
and obligations to the other company.
2. The acceding company and the company to which the accession is
being carried out shall enter into the accession contract.
The board of directors (or supervisory board) of each company
participating in accession shall submit for settling by a general meeting of
shareholders of each such company participating in the accession the
issue concerning re-organisation in the form of accession. The board of
directors (or supervisory board) of the company to which the accession is
being carried out, shall likewise submit for settling by a general meeting of
stockholders of such company other issues, if it is provided for by the
accession contract.
A general meeting of shareholders of the company, to which the
accession is being carried out, shall render a decision on the issue of reorganisation in the form of accession which includes the endorsement of
the accession contract, and shall render decisions on other issues
(including a decision on making amendments and addenda to the charter of
such company), if it is provided for by the accession contract. A general
meeting of shareholders of the acceding company shall render a decision
on the issue of re-organisation in the form of accession which shall include
the endorsement of the accession contract and the transfer certificate.
3. An accession contract must contain the following:
1) denomination and data on the location of each company
participating in the accession;
2) procedure for, and terms of, the accession;
3) procedure for converting stocks of the acceding company into
stocks of the company to which the accession is being carried out and
conversion ratio of such companies' stocks.
3.1. An accession contract may contain a list of amendments and
addenda to be made to the charter of the company, to which the accession
is being carried out, and other provisions concerning re-organisation which
do not contravene the federal laws.
4. In the event of a company's accession, the following shall be paid
off:
1) own stocks possessed by the acceding company;
2) stocks of the acceding company possessed by the company to
which the accession is being carried out;
3) stocks of the accessing company possessed by the company to
which the accession is being carried out, if it is provided for by the
accession contract.
4.1. If own stocks possessed by the company to which the accession
is being carried out, are not subject to redemption in compliance with
Subitem 3 of Item 4 of this Article, such stocks shall not grant the right of
vote, shall not be taken into account when counting votes and dividends
shall not be charged on them. Such stocks must be sold by the company at
the price which is not lower than their market value and at latest in one year
after their acquisition by the company, otherwise the company shall be
obliged to render a decision on decreasing its authorised capital by way of
such stocks' redemption.
5. If a company is accessed to another company, then the rights and
obligations of the acceding company shall be transferred to such other
company, pursuant to a deed of transfer.
Article 18. Division of a Company
1. The division of a company shall be deemed to be the termination
of a company by the transfer of all of its rights and obligations to the newlyestablished companies.
2. The board of directors (or supervisory board) of the company to be
re-organised in the form of division shall submit for the agenda of a general
meeting of shareholders the issue concerning the re-organisation of the
company in the form of division, as well as the issue concerning the
election of the board of directors (or supervisory board) of each company to
be established by way of division, if the charter of the appropriate company
to be established in compliance with this Federal Law does not provide for
the exercise of the functions of the board of directors (or supervisory board)
of this company by a general meeting of this company's stockholders.
3. A general meeting of shareholders of the company to be
reorganised by way of division called to discuss the issue of the company's
re-organisation in the form of division shall render a decision on the
company's re-organisation which must contain the following:
1) denomination and data on the location of each company to be
established by way of re-organisation in the form of division;
2) procedure for, and terms of, the division;
3) procedure for converting stocks of the company to be reorganised
into stocks of each company to be established and conversion ratio
(coefficient) of such companies' stocks;
4) list of members of the inspection commission or indication as to
the inspector of each company to be established;
5) list of members of the collective execute body of each company to
be established, if the charter of the appropriate company to be established
provides for the presence of the collective executive body and its forming
pertains to the scope of authority of a general meeting of shareholders
thereof;
6) indication as to the person exercising the functions of the personal
executive body of each company to be established;
7) indication as to the endorsement of the partition balance sheet with
the partition balance sheet attached thereto;
8) indication as to the endorsement of the charter of each company to
be established attaching thereto the charter of each company to be
established;
9) denomination and data on the location of the registrar of each
company to be established, if under the federal laws the register of this
company's stockholders must be kept by the registrar.
3.1. A decision on re-organisation in the form of division may contain
an indication as to the auditor of the company to be established by way of
re-organisation in the form of division and the registrar of the company to
be established, an indication as to the transfer of authority of the personal
executive body of the company to be established to the management
company or the manager, other data on the persons mentioned in
Subitems 4-6 of Item 3 of this Article and other provisions on the reorganisation which do not contravene the federal laws.
3.2. The board of directors (or supervisory board) of each company to
be established by way of re-organisation in the form of division shall be
elected by the stockholders of the company to be re-organised to which
ordinary stocks of the appropriate company to be re-organised are to be
distributed in compliance with the decision of the company to be reorganised, as well as by the stockholders possessing preferred shares of
the company to be re-organised (which are voting stocks at the time of
rendering the decision on the company's re-organisation in compliance with
Item 5 of Article 32 of this Federal Law) to which preferred shares of the
appropriate company to be established are to be distributed in compliance
with the decision on the company's reorganisation.
3.3. Each stockholder of the company to be re-organised, which has
voted against the decision on the company's re-organisation and which has
not participated in voting on the issue of the company's reorganisation,
must receive the stocks of each company to be established by way of reorganisation in the form of division granting the same rights as the stocks of
the company to be re-organised, which are possessed by him, in proportion
to their number.
4. If a company is split up, all of its rights and obligations shall be
transferred to the two or several newly-established companies, pursuant to
a statement of division.
Article 19. Separation of a Company
1. The separation of a company shall be deemed to be the formation
of one or several companies with the transfer to them of part of the rights
and duties of the reorganized company without the termination of the latter.
2. The board of directors (or supervisory board) of the company to be
re-organised in the form of devolution shall submit for settling by a general
meeting of such company's stockholders the issue of the company's reorganisation in the form of devolution, as well as the issue of electing the
board of directors (or supervisory board) of each company to be
established by way of re-organisation in the form of devolution, if the
charter of the appropriate company to be established in compliance with
this Federal Law does not provide for the exercise of the functions of the
board of directors (or supervisory board) of this company by a general
meeting of this company's shareholders.
3. A general meeting of shareholders of a company to be reorganised
in the form of devolution called to discuss the issue of the company's reorganisation in the form of devolution shall render a decision on the
company's re-organisation which must contain the following:
1) denomination and data on the location of each company to be
established by way of re-organisation in the form of devolution;
2) procedure for, and terms of, the devolution;
3) way of floating stocks of each company to be established
(converting stocks of the company to be re-organised into stocks of the
company to be established, distributing stocks of the company to be
established to stockholders of the company to be re-organised, acquiring
stocks of the company to be established by the company to be reorganised
proper), procedure for such floating and, in the event of converting stocks
of the company to be re-organised into stocks of the company to be
established, conversion ratio (coefficient) of such companies' stocks;
4) list of members of the inspection commission or indication as to
the inspector of each company to be established;
5) list of members of the collective executive body of each company
to be established, if the charter of the appropriate company to be
established provides for the presence of the collective executive body and
its forming pertains to the scope of authority of a general meeting of
shareholders thereof;
6) indication as to the person exercising the functions of the personal
executive body of each company to be established;
7) indication as to the endorsement of the partition balance sheet with
the partition balance sheet attached thereto;
8) indication as to the endorsement of the charter of each company to
be established attaching thereto the charter of each company to be
established;
9) denomination and data on the location of the registrar of the
company to be established, if under the federal laws the register of this
company's stockholders must be kept by the registrar.
3.1. A decision on re-organisation in the form of devolution may
contain an indication as to the auditor of the company to be established by
way of re-organisation in the form of devolution, on the registrar of the
company to be established, an indication as to the transfer of authority of
the personal executive body of the company to be established to the
management organisation or the manager, other data on the persons
mentioned in Subitems 4-6 of Item 3 of this Article and other provisions on
re-organisation which do not contravene the federal laws.
3.2. The board of directors (or supervisory board) of each company to
be established by way of re-organisation in the form of devolution shall be
elected by the stockholders of the company to be re-organised, to which
under the decision on the company's re-organisation ordinary stocks of the
appropriate company to be re-organised are to be distributed, and by the
stockholders possessing preferred shares of the company to be reorganised (which are voting stocks at the time of rendering the decision on
re-organisation in compliance with Item 5 of Article 32 of this Federal Law),
to which preferred shares of the appropriate company to be established are
be distributed in compliance with the decision on the company's reorganisation.
If in compliance with the decision on a company's re-organisation in
the form of devolution the company to be re-organised is the only
stockholder of the company to be established, the board of directors (or
supervisory board) of the company to be established shall be elected by
stockholders of the company to be re-organised.
3.3. If the decision on a company's re-organisation in the form of
devolution provides for converting stocks of the company to be reorganised
into stocks of the company to be established or for distribution of stocks of
the company to be established to stockholders of the company to be re-
organised, each stockholder of the company to be re-organised which has
voted against the decision on the company's reorganisation and which has
not participated in voting in respect of the issue of the re-organisation must
receive the stocks of each company to be established granting the same
rights as the stocks of the company to be re-organised which are in his
possession, in proportion to their number.
4. If one or more companies are separated from a company, then the
rights and obligations of the reorganized company shall be transferred to
each newly-established company pursuant to a statement of separation.
Article 19.1. Specifics of a Company's Division or Devolution Effected
Concurrently with Merger or Affiliation
1. The decision of a general meeting of a company's stockholders on
the company's re-organisation in the form of its division or devolution may
provide in respect of one or several companies to be established by way of
re-organisation in the form of division or devolution the provision
concerning the concurrent merger of the company to be established with
other company or companies or concerning the concurrent accession of the
company to be established to another company. In such case, the reorganisation shall be effected in compliance with the provisions of Articles
15-19 of this Federal Law, if not otherwise established by this Article.
2. A contract of merger or a contract of accession shall be signed on
behalf of the company to be established by way of re-organisation in the
form of division or devolution by the person appointed by decision of a
general meeting of shareholders of the company to be re-organised in the
form of division or devolution in compliance with this Article.
3. The board of directors (or supervisory board) of the company to be
re-organised in the form of division or devolution in compliance with this
Article, when submitting for settling by a general meeting of shareholders
the issue of the company's re-organisation in the form of division or
devolution, shall likewise submit the issue of re-organising the company to
be established by way of re-organisation in the form of division or
devolution by way of merger thereof with other company or companies or
by way of accession thereof to another company.
4. A general meeting of shareholders of the company to be
reorganised in the form of division in compliance with this Article shall
render in compliance with Articles 16 or 17 and Article 18 of this Federal
Law accordingly decisions on the following:
1) on the company's re-organisation in the form of division;
2) on re-organisation of the company to be established by way of
reorganisation in the form of division by way of merger thereof with other
company or other companies, or by way of accession thereof to other
company.
5. A general meeting of shareholders of the company to be
reorganised in compliance with this Article in the form of devolution shall
render in compliance with Articles 16 or 17 and Article 19 of this Federal
Law accordingly the following decisions:
1) on the company's re-organisation in the form of devolution;
2) on re-organisation of the company to be established by way of
reorganisation in the form of devolution by way of merger thereof with an
other company or companies, or by way of accession thereof to other
company.
6. The decision of a general meeting of a company's shareholders on
the company's re-organisation in the form of division or devolution rendered
in compliance with this Article may provide for the condition of this
decision's entry into force, solely if a general meeting of shareholders of the
company to be re-organised renders the decision on the concurrent merger
of the company to be established by way of reorganisation in the form of
division or devolution with other company or other companies, or on the
concurrent accession of the company to be established to another
company or companies and (or) if a general meeting of shareholders of
other company or companies participating in the merger or accession
renders the decisions specified by Item 2 of Article 16 or Item 2 of Article
17 of this Federal Law.
7. Securities of the company to be established by way of
reorganisation in the form of division or devolution in compliance with this
Article shall be issued without the state registration of issues of its
securities and the state registration of reports on the results of their
issuance.
The state registration number or identification number shall be
assigned by the registration authority to such issues of securities
concurrently with the state registration of an issue (additional issue) of the
emissive securities to be floated in the event of merger of the company to
be established with another company or companies, or accession of the
company to be established to other company in the procedure established
by the federal executive body in charge of the securities market. If the
floating of securities of the company to be established by way of affiliation
to another company is not provided for, the state registration number or the
identification number shall be assigned to securities of the company to be
established by the registration authority in the procedure established by the
federal executive body in charge of the securities market.
The register of owners of emissive securities of a company to be
established by way of re-organisation in the form of division or devolution
with the concurrent merger thereof with other company or other companies
or with the concurrent affiliation thereof to another company shall be kept
by the holder of the register of stockholders of the company to be
established by way of re-organisation in the form of merger or of the
company to which the accession is being carried out.
8. The partition balance sheet containing the provisions in respect of
appointing the company to be established by way of reorganisation in the
form of division or devolution as the legal successor of the company to be
re-organised in the form of division or devolution, shall be deemed to be the
transfer certificate under which the rights and duties of the company to be
re-organised in the form of division or devolution shall be transferred to the
company to be established by way of re-organisation in the form of merger
or to the company to which the affiliation of the company to be established
by way of re-organisation in the form of division or devolution is being
carried out.
9. When re-organising a company in the form of division or devolution
concurrently re-organisation in the form of merger, reorganisation in the
form of merger shall be deemed completed as of the time of the state
registration of the company to be established by way of re-organisation in
the form of merger.
A company's re-organisation in the form of division or devolution and
concurrent re-organisation in the form of affiliation shall be deemed
completed as of the time of making an entry to the comprehensive state
register of legal entities in respect of termination of activities of the
company to be established by way of re-organisation in the form of division
or devolution.
Such entry shall be made concurrently with making to the
comprehensive stare register of legal entities an entry in respect of the
state registration of the company to be established by way of
reorganisation in the form of division or devolution. In so doing, an entry in
respect of the state registration of the company to be established by way of
re-organisation in the form of division or devolution shall be made first and
after it an entry in respect of termination of its activities shall be made.
Article 20. Transformation of a Company
1. A company may be transformed into a limited liability company or
into a production cooperative, subject to the requirements established by
federal laws.
By a unanimous decision of all the shareholders the company shall
be entitled to transform itself into a non-commercial partnership.
2. The board of directors (or supervisory board) of the company to be
re-organised in the form of transformation shall submit for settling by a
general meeting of shareholders of such company the issue of the
company's re-organisation in the form of transformation.
3. A general meeting of shareholders of a company to be reorganised
in the form of transformation, called to discuss the issue of the company's
re-organisation in the form of transformation, shall render a decision on
reorganisation which must contain the following:
1) denomination and data on the location of the legal entity to be
established by way of the company's re-organisation in the form of
transformation;
2) procedure for, and terms of, the transformation;
3) procedure for exchanging the company's stocks for shares of
participants in the authorised capital of a limited (superadded) liability
company or for shares of members of a producers' co-operative, if the
company is being transformed into a limited (superadded) liability company
or a producers' cooperative, or procedure for determining the composition
of the property or the cost of the property which a member of a non-profit
partnership that has been a stockholder of the company transformed into
this non-profit partnership is entitled to obtain in the event of the member's
leaving the non-profit partnership or being expelled from it or in the event of
liquidation of the non-profit partnership;
4) list of members of the inspection commission or indication as to
the inspector of the legal entity to be established, if under the federal laws
the charter of the legal entity to be established provides for the presence of
the inspection commission or the inspector and forming of the inspection
commission or election of the inspector pertains to the scope of authority of
the supreme governing body of the legal entity to be established;
5) list of members of the collective executive body of the legal entity
to be established, if in compliance with the federal laws the charter of such
legal entity provides for the presence of the collective executive body and
its forming pertains to the scope of authority of the supreme governing
body of such legal entity;
6) indication as to the person exercising the functions of the personal
executive body of the legal entity to be established;
7) list of members of another body (except for a general meeting of
participants of an economic company or of members of a non-profit
partnership) of the legal entity to be established, if under the federal laws
the charter of the legal entity to be established provides for the presence of
other body and its forming pertains to scope of authority of the supreme
governing body of the legal entity to be established;
8) indication as to the endorsement of the transfer certificate with the
transfer certificate attached thereto;
9) indication as to the endorsement of the constituent documents of
the legal entity with the constituent documents thereof attached thereto.
3.1. The decision on a company's re-organisation in a form of
transformation may contain an indication as to the auditor of the legal entity
to be established by way of the company's re-organisation in the form of
transformation, other data on the persons specified in Subitems 4-7 of Item
3 of this Article and other provisions on the company's reorganisation which
do not contravene the federal laws.
4. If a company is transformed, then all the rights and duties of the
reorganized company shall be transferred to such newly-established legal
entity, pursuant to a deed of transfer.
Article 21. Liquidation of a Company
1. A company may be liquidated voluntarily according the procedure
established by the Civil Code of the Russian Federation, subject to the
requirements of this Federal Law and the charter of the company. The
company may be liquidated by decision of a court on the grounds provided
for by the Civil Code of the Russian Federation.
The liquidation of a company shall result in its termination, with no
transfer of rights and obligations by succession to other persons.
2. If the company is liquidated voluntarily, then the board of directors
(or supervisory board) of the company subject to liquidation shall submit for
decision at the general meeting of shareholders the issue concerning the
liquidation of the company and the appointment of the liquidation
commission.
The general meeting of shareholders of a company subject to
liquidation shall voluntarily adopt a resolution concerning liquidation of the
company and the appointment of the liquidation commission.
3. As of the appointment of the liquidation commission, the latter shall
acquire all the powers relating to the management of the affairs of the
company. The liquidation commission shall act in court in the name of the
company subject to liquidation.
4. When a shareholder of a company subject to liquidation is a state
or a municipal formation, a representative of the respective Committee for
the Management of Property or Property Fund or of the respective body of
local self-government shall be included on the board of the liquidation
commission.
Article 22. Procedure for Liquidating a Company
1. The liquidation commission shall publish in the press a notice on
liquidation of the company and the procedure and deadline for creditor
claims. The duration of such a deadline for creditor claims may not be less
than two months from the publication of the notice on liquidation of the
company.
2. If as of the adoption of the decision on liquidation, the company
has no obligations to creditors, then its assets shall be distributed among
the shareholders in accordance with Article 23 of this Federal Law.
3. The liquidation commission shall take measures to inform creditors
and pay off the company's debts, and also inform the creditors about the
liquidation of the company in writing.
4. Upon expiry of the deadline for creditor claims, the liquidation
commission shall draw up the interim liquidation balance sheet, which shall
contain information concerning the composition of the property of the
company subject to liquidation, the demands presented by creditors, and
also the results of their consideration. The interim liquidation balance sheet
shall be approved by the general meeting of shareholders/
5. Should the monetary funds existing in the company under
liquidation prove insufficient to meet the creditor claims, the liquidation
commission shall sell other company property by public sale according to
the procedure established for the execution of judicial decisions.
6. Monetary funds due to the creditors of a company under liquidation
shall be paid thereto by the liquidation commission in the order of priority
established by the Civil Code of the Russian Federation, pursuant to the
interim liquidation balance sheet and commencing from the date of
approval thereof, with the exception of fifth priority creditors, which shall be
repaid one month after the approval of the interim liquidation balance
sheet.
7. After completion of settlements with creditors, the liquidation
commission shall draw up the liquidation balance sheet, which shall be
approved by the general meeting of shareholders.
Article 23. Distribution of Property of a Company under Liquidation among
Shareholders
1. The property of the company subject to liquidation remaining after
the completion of the settlement of accounts with creditors shall be
distributed by the liquidation commission among the shareholders in the
following priorities:
- first priority shall be accorded to payments relating to stock which
must be re-purchased in accordance with Article 75 of this Federal Law;
- second priority shall be accorded to payments for dividends credited
but not paid with regard to preferred stock and to the liquidation value of
preferred stock determined by the charter of the company;
- third priority shall be accorded to the distribution of assets of the
company under liquidation among the holders of common stock and all
types of preferred stock.
2. The distribution of property of each priority shall be effectuated
after the full distribution of property of the preceding priority. The payment
by the company of the liquidation value of preferred stock determined by
the charter of the company shall be effectuated after the payment in full of
the liquidation value of the preferred stock of the previous priority
determined by the charter of the company.
If the value of property existing in the company is insufficient for the
payment of dividends credited but not paid, and also the liquidation value
determined by the charter of the company for all holders of preferred stock
of one type, then the property shall be distributed among the holders of
such type of preferred stock in proportion to the quantity of stock owned by
them.
Article 24. Completion of Liquidation of a Company
The liquidation of a company shall be considered to be completed,
and the company to have terminated its existence, as of the date of the
respective entry by the body of state registration in the Uniform State
Register of Legal Entities.
Chapter III. Charter Capital of a Company. Stocks, Bonds, and Other
Issues Securities of a Company. Net Assets of a Company
Article 25. Charter Capital and Stock of a Company
1. The company shall float ordinary shares and be entitled to float
one or several types of preferred shares.
The par value of all common stock of the company must be equal.
The charter capital of a company shall determine the minimum
amount of the property of a company securing the interests of its creditors.
2. A company shall have the right to issue common stock, and also
one or several types of preferred stock. The par value of the preferred
stock issued must not exceed 25 per cent of the charter capital of the
company.
When founding a company, all of its stock must be distributed among
the founders.
All stock certificates of a company shall be inscribed.
3. If, in the course of exercising a priority right to acquire shares sold
by a shareholder of a closed company, a priority right to acquire additional
shares and also in share consolidation, the shareholder cannot acquire an
integral number of shares, fractions of shares shall be created (hereinafter
referred to as "fractional shares").
The fractional share confers on its owner the rights provided by a
share of a relevant category (type) within the scope corresponding to the
part of a full share it represents.
For the purposes of recording the total number of floated shares in
the charter of a company all floated fractional shares shall be added up. If a
fractional number is obtained as the result thereof the number of the shares
floated shall be shown as a fractional number in the charter of the
company.
Fractional shares shall be traded on an equal basis with full shares. If
a person acquires two or more fractional shares of a certain category (type)
these shares shall make up one full and/or a fractional share equal to the
sum of these fractional shares.
Article 26. Minimum Charter Capital of a Company
The minimum charter capital of an open company shall be equal to
not less than a thousand times the minimum amount for payment of labor
established by a federal law on the date of registration of the company, and
of a closed company, not less than one hundred times the amount of
payment of labor established by a federal law on the date of state
registration of the company.
Article 27. Issued and Declared Stock of a Company
1. The charter of a company shall determine the quantity and face
value of the shares acquired by shareholders (floated shares) and the
rights conferred by these shares. Shares acquired or bought back by the
company and also shares of the company of which ownership has come to
the company under Article 34 of the present Federal Law shall be deemed
floated until their redemption.
The charter of a company may determine the quantity, face value,
categories (types) of the shares the company is entitled to float in addition
to the floated shares (announced shares) and the rights conferred by these
shares. If the charter of a company lacks such provisions the company
shall not be entitled to float additional shares.
The charter of a company may set out the procedure and terms for
the company to float announced shares.
2. A decision concerning the introduction of amendments and
addenda to the charter of a company with respect to the provisions
provided for by the present Article concerning declared stock of a company
except for changes relating to a decrease in their numbers according to the
results of additional share floatation, shall be adopted at a general meeting
of the shareholders.
If a company issues securities converted into stock of a specified
category (or type), then the quantity of declared stock of such category (or
type) may not be less than the quantity required for converting during the
period of circulation of such securities.
A company shall have no right to adopt a decision concerning the
change of rights granted by stock in which securities issued by the
company have been converted.
Article 28. Increasing the Authorised Capital of a Company
1. The authorised capital of a company may be increased by means
of increasing the face value of shares or floating additional shares.
2. The decision to increase the authorised capital of a company by
means of increasing the face value of shares shall be adopted by a general
meeting of the shareholders.
The decision to increase the authorised capital of a company by
means of floating additional shares shall be adopted by a general meeting
of the shareholders or the board of directors (supervisory board) of the
company if it has the right to make such a decision under the charter of the
company.
The decision of the board of directors (supervisory board) of a
company to increase the authorised capital of the company by means of
floating additional shares shall be adopted by the board of directors
(supervisory board) of the company unanimously by all the members of the
board of directors (supervisory board) of the company, with the votes of
former members of the board of directors (supervisory board) of the
company not being counted.
3. Additional shares may be floated by the company only within the
maximum limit of announced shares set by the charter of the company. The
decision to increase the authorised capital of a company by means of
floating additional shares may be made by a general meeting of the
shareholders simultaneously with the introduction of an addendum to the
charter of the company in the form of an announced shares clause as
required under the present Federal Law for the adoption of such a decision
or in the form of an amendment to the announced shares clause.
4. The decision to increase the authorised capital of a company by
means of floating additional shares shall determine the number of
additionally floated ordinary shares and preferred shares of each type
within the maximum limit on the number of announced shares of the
category (type), the floatation method, the price of floatation of additional
shares floated by means of subscription or the procedure for determining it,
in particular, the price of floatation or the procedure for determining the
price of floatation of additional shares to persons who have a priority right
to acquire floated shares, the form of payment for the additional shares
floated by subscription and also other floatation terms.
5. An increase in the authorised capital of a company by means of
floating additional shares may be implemented at the expense of the assets
of the company. An increase in the authorised capital of a company by
means of increasing the face value of shares shall be implemented only at
the expense of the assets of the company.
The amount whereby a company's authorised capital is being
increased at the expense of the company's assets shall not exceed the
difference between the company's net asset value and the sum of the
authorised capital and the reserve fund of the company.
Where the authorised capital of a company is being increased at the
expense of its assets by means of floating additional shares these shares
shall be distributed among all shareholders. In so doing, each of the
shareholders shall receive shares of the same category (type) as the
shares he/she owns, in proportion to the number of the shares he/she
owns. An increase in the authorised capital of a company at the expense of
its assets by means of floating additional shares resulting in the formation
of fractional shares is prohibited.
6. An increase in the authorised capital of a company established in
the course of privatisation by means of issuing additional shares provided
that there is a block of shares representing over 25 per cent of votes in the
general meeting of shareholders, which is in state or municipal ownership,
may be only effected if, in the event of such an increase, the share of the
State or of the municipal entity is retained and if not otherwise stipulated by
Federal Law No. 178-FZ of December 21, 2001 on Privatisation of State
and Municipal Property."
Article 29. Decrease of Charter Capital of a Company
1. The company has the right to reduce its authorised capital and in
the cases stipulated in the present Federal Law it shall do so.
The authorised capital of a company may be reduced by means of
cutting the face value of shares or the number of shares, in particular, by
means of acquiring a portion of the shares in the events stipulated by the
present Federal Law.
A reduction in the authorised capital of a company by means of
acquisition and redemption of some of the shares is allowed if such an
option is envisaged by the charter of the company.
The company shall not be entitled to reduce its authorised capital if
this is going to result in an authorised capital amount below the minimum
level set in keeping with the present Federal Law as of the date when
documents are filed for the purposes of state registration of relevant
amendments to the charter of the company and in events when under the
present Federal Law the company must reduce its authorised capital, as of
the date of the state registration of the company.
2. A decision to decrease the charter capital of a company by
decreasing the par value of stock or by redeeming stock for the purpose of
reducing its total quantity shall be adopted by the general meeting of
shareholders.
3. The decision on decreasing a company's authorised capital by way
of reducing the nominal value of stocks thereof may provide for paying
monetary funds to all company's stockholders and (or) for transferring
thereto the emissive securities possessed by the company which are
floated by another legal entity. With this, the decision must determine the
following:
rate of decrease of the company's authorised capital;
categories (types) of the stocks whose nominal value is to be
reduced and rate of reduction of the nominal value of each stock;
nominal value of a stock of each category (type) after reduction
thereof;
amount of monetary funds to be paid to the company's stockholders
in the event of reduction of the nominal value of each stock and (or)
number, kind, category (type) of the emissive securities to be passed over
to the company's stockholders in the event of reduction of the nominal
value of each stock.
The decision to decrease the authorised capital of a company by
reducing the nominal value of the company's stocks shall be rendered by a
general meeting of the company's stockholders by a three quarters majority
of votes of the stockholders possessing voting stocks, who are attending
the general meeting of the company's shareholders, solely on the proposal
of the company's board of directors (or supervisory board).
The decision to decrease the authorised capital of a company by way
of reducing the nominal value of the company's stocks and to pass over
emissive securities to stockholders thereof must provide for passing over to
each company's stockholder emissive securities of the same category
(type) which are issued by the same issuer and which are shown as a
whole number in proportion to the amount of reduction of the nominal value
of the stocks possessed by a stockholder. If the said requirement cannot be
fulfilled, the decision of a general meeting of shareholders rendered in
compliance with this Item shall not be subject to execution. If the emissive
securities acquired in compliance with this Item by a company's
stockholders are stocks of another company, the decision on decreasing
the company's authorised capital rendered in compliance with this Item
may take into account, for the purpose of fulfilling the said requirement, the
results of consolidation or splitting of stocks of another company not
effected at the time of rendering this decision. The ratio of the amount of
decrease of a company's authorised capital to the amount of the company's
authorised capital prior to decrease thereof may not be less that the ratio of
the monetary funds received by the company's stockholders and (or) the
aggregate value of the emissive securities acquired by the company's
stockholders to the company's net wealth. The value of the emissive
securities possessed by the company and the company's net wealth shall
be determined on the basis of the company's business accounting data as
of the reporting date for the last quarter preceding the quarter when the
company's board of directors (or supervisory board) decided to call the
general meting of the company's shareholders whose agenda contained
the item of decreasing the company's authorised capital.
The documents for the state registration of amendments and
addenda to be made to a company's charter and connected with a
decrease of the authorised capital thereof in compliance with the rules of
this Item shall be submitted by the company to the body engaged in the
state registration of legal entities at the earliest in 90 days as of the time of
rendering a decision on decreasing the company's authorised capital.
A list of the persons authorised to receive monetary funds and (or)
the emissive securities, acquired by the company's stockholders on the
basis of the decision on reduction of the nominal value of stocks, shall be
composed as of the date of the state registration of the amendments and
addenda to be made to the company's charter, which are connected with
the decrease of its authorised capital. If the decision on decreasing a
company's authorised capital is rendered subject to the results of
consolidation or splitting of stocks of another company, a list of the persons
entitled to receive monetary funds and (or) stocks of another company to
be acquired by the company's stockholders in compliance with this Item
shall be composed as of the date of the state registration of the report on
the results of issuing the stocks of another company to be floated in the
event of consolidation or splitting. The decision on consolidation or splitting
of another company's stocks and the decision on decreasing the
company's authorised capital may be rendered simultaneously. To
compose the said list of persons the nominal holder of stocks shall present
data on the persons in whose interests he has the stocks in his possession.
4. A company shall not be entitled to render a decision on decreasing
the authorised capital in compliance with the rules of Item 3 of this Article in
the following cases:
prior to the time of complete payment for the total authorised capital
thereof;
prior to the time of paying off all the stocks which must be paid off in
compliance with Article 75 of this Federal Law;
if on the date of rendering such decision it has the signs of insolvency
(bankruptcy) in compliance with the legislation of the Russian Federation
on insolvency (bankruptcy) or if it is to have the above signs as a result of
paying the monetary funds and (or) alienation of the emissive securities
effected in compliance with the rules of Item 3 of this Article;
if on the date of rendering such decision its net wealth is less than the
sum of its authorised capital, reserve fund and the excess of the liquidation
value of floated preferred shares, determined by the company's charter,
over the nominal value thereof or is to become less than the sum of the
authorised capital, reserve fund and the excess of the liquidation value of
floated preferred shares, determined by the company's charter, over the
nominal value thereof as a result of paying the monetary funds and (or)
alienation of the emissive securities effected in compliance with the rules of
Item 3 of this Article.
prior to the time of full payment of the dividends which are declared
but not paid, including non-paid accumulated dividends on cumulative
preference stocks;
in other cases provided for by the federal laws.
5. A company shall not be entitled to pay monetary funds and (or)
alienate emissive securities in compliance with the rules of Item 3 of this
Article in the following cases:
if on the date payment it has the signs of insolvency (bankruptcy) in
compliance with the legislation of the Russian Federation on insolvency
(bankruptcy) or if it is to have the above signs as a result of paying the
monetary funds and (or) alienating the emissive securities in compliance
with the rules of Item 3 of this Article;
if on the date of payment its net wealth is less than the sum of its
authorised capital, reserve fund and the excess of the liquidation value of
floated preferred shares, determined by the company's charter, over the
nominal value thereof or is to become less than the sum of the authorised
capital, reserve fund and the excess of the liquidation value of floated
preferred shares, determined by the company's charter, over the nominal
value thereof as a result of paying the monetary funds and (or) alienating
the emissive securities effected in compliance with the rules of Item 3 of
this Article.
in other cases provided for by the federal laws.
Upon termination of the circumstances specified by Paragraphs 2-4
of this Item, a company shall be obliged to pay to the company's
stockholders the monetary funds and (or) transfer to them the emissive
securities.
Article 30. Notifying Creditors of a Cut in the Authorised Capital of a
Company
1. Within 30 days after the date of a decision whereby the company's
authorised capital is reduced the company shall notify its creditors about
the authorised capital cut and new authorised capital size in writing and
also publish an announcement about the decision so made in a printed
journal intended for the publication of information on the state registration
of legal entities. In such a case the creditors of the company shall be
entitled to demand in writing the termination or discharge of relevant
obligations of the company before due and reimbursement of losses, within
30 days after the date when the notice was forwarded to them or within 30
days after the date of publication of the announcement of the decision.
2. The state registration of amendments to the charter of a company
relating to a cut in its authorised capital shall be effected if there is a proof
of the creditors having been notified in compliance with the procedure
established by the present article.
Article 31. Rights of Holders of Common Stock of a Company
1. Each share of common stock shall grant equal rights to its holder.
2. Holders of common stock of a company may in accordance with
this Federal Law and the charter of the company participate in general
meetings of shareholders with the right to vote on all matters within its
authority. They also have the right to receive dividends, and in instances of
the liquidation of the company, the right to receive some of its assets.
3. The conversion of ordinary shares into preferred shares, bonds
and other securities is prohibited.
Article 32. Rights of Holders of Preferred Stock of a Company
1. Holders of preferred stock of a company shall have no right to vote
at a general meeting of shareholders, unless otherwise provided for by this
Federal Law.
Preferred stock of the company of one type shall grant equal rights to
its holders and shall have equal par values.
2. The amount of dividend and/or value to be paid for preferred stock
of each type in the event of the liquidation of a company (liquidation value)
must be set out in the charter. The amount of dividends and the liquidation
value shall be set at a fixed monetary amount or as a percentage of the par
value of the preferred stock. The amount of the dividend and the liquidation
value for preferred stock shall be considered to be determined also if the
procedure for determining them has been established by the charter of the
company. The holders of preferred stock for which the dividend amount has
not been determined shall have the right to receive dividends equal to the
holders of common stock.
If the charter of the company has a provision for preferred shares of
two or more types, with a dividend rate being set for each of them, the
company's charter shall also establish a dividend disbursement priority
rating for each of them, and if the charter of the company has a provision
for preferred shares of two and more types in respect of which a liquidation
value is set, it shall establish a liquidation value disbursement priority
ranking for each of them.
The charter of a company may establish that a dividend which has
been disbursed or has been partially disbursed on preferred shares of a
specific type, with the rate thereof being set by the charter, shall be
accumulated and disbursed within a term determined by the charter
(cumulative preferred shares). If no such term is set by the charter of the
company preferred shares shall not be deemed cumulative.
3. The charter of a company may have a provision for the conversion
of preferred shares of a specific type into ordinary shares or into preferred
shares of other types at the request of the shareholders who own them or
conversion of all shares of the type within a term set by the charter of the
company. In such a case the charter of the company as of the time when
the decision is made, which is the grounds for floating the converted
preferred shares, shall set out a procedure for their conversion, in
particular, the quantity, category (type) of the shares into which they are
converted and other conversion terms. It is prohibited to amend the said
provisions of the charter of the company after the decision is made to float
converted preferred shares.
The conversion of preferred shares into bonds and other securities,
except for shares, is prohibited. The conversion of preferred shares into
ordinary shares and into preferred shares of other types is allowed only if it
is envisaged by the charter of the company or in the event of a reorganisation of the company under the present Federal Law.
4. Shareholders owning preferred shares shall attend the general
meeting of shareholders with a right to vote when the issues of company
re-organisation and liquidation are decided.
Shareholders owning preferred shares of a specific type shall acquire
voting rights when the general meeting of shareholders decides issue of
amending the charter of the company in a way that imposes a limit on the
rights of the shareholders owning preferred shares of this type including
cases when a dividend rate is set or increased and/or a liquidation value is
set or increased, such a dividend or value being disbursable on the
preferred shares of preceding priority ranking and also the provision of
shareholders owning preferred shares of another type with an advantage in
terms of dividend and/or share liquidation value disbursement priority
ranking. The decision whereby such amendments are introduced shall be
deemed adopted if supported by at least three quarters of the votes of the
shareholders owning voting shares who attend the general meeting of
shareholders, except for the votes of shareholders owning preferred shares
with limited rights, and three quarters of the votes of all shareholders
owning preferred shares of each type with limited rights, unless a larger
number of shareholder votes is established by the charter of the company
for the adoption of such a decision.
5. Holders of preferred stock of a specified type, the amount of
dividend for which has been determined in the charter of the company, (but
not holders of cumulative preferred stock), shall have the right to participate
in a general meeting of shareholders with the right to vote in regard to all
matters within its authority, beginning with the meeting following the annual
general meeting of shareholders at which a meeting of shareholders at
which decision was not adopted concerning the payment of dividends for
preferred stock of such type. The right of holders of preferred stock of such
a type to participate in the general meeting of shareholders shall terminate
as of the first payment in full of dividends for such stock.
Holders of cumulative preferred stock of a specified type shall have
the right to participate in a general meeting of shareholders with the right to
vote on all matters of its authority, beginning with the meeting following the
annual general meeting of shareholders at which a decision should have
been adopted concerning the payment of accumulated dividends in full for
such stock, if such decision was not adopted, or a decision was adopted
concerning the payment of dividends, but not in full. The right of holders of
cumulative preferred stock of a specified type to participate in the general
meeting of shareholders shall terminate upon the payment of all dividends
accumulated, in full, with regard to such stock.
Article 33. Bonds and Other Issue Securities of a Company
1. A company shall have the right to issue bonds and other issue
securities provided for by the laws of the Russian Federation on securities.
2. The issuance by a company of bonds and other issue securities
shall be carried out by decision of the board of directors (or supervisory
board) of the company, unless otherwise provided for by the charter of the
company.
The floatation of bonds convertible into shares and other securities
convertible into shares by a company shall be effected by the decision of a
general meeting of shareholders or by the decision of the board of directors
(supervisory board) of the company if under the charter of the company it
has the right to make a decision concerning floatation of bonds convertible
into shares and other issued securities convertible into shares.
A decision of the board of directors (supervisory board) of a company
on the floatation by the company of bonds convertible into shares and of
other serial securities convertible into shares shall be adopted by the board
of directors (supervisory board) of the company unanimously by all
members of the board of directors (supervisory board) of the company, with
the votes of former members of the company's board of directors
(supervisory board) not being taken into account.
3. A bond shall certify the right of its holder to demand the
cancellation of the bond (or payment of par value or par value and interest)
within the established periods.
The form, periods, and other conditions for cancellation of the bonds
must be determined in the decision on the issuance of the bonds.
Issuance of bonds by a company shall be allowable after paying in
full for the authorized capital thereof. A bond must have the nominal value
thereof. The nominal value of all bonds issued by a company must not
exceed the amount of the company's authorized capital and (or) the
amount of the security provided for this purpose to the company by third
persons. In the absence of the security provided by third persons, bonds'
issuance shall be allowed at earliest on the third year of the jointstock
company's existence and on condition of proper endorsement of the
company's annual balance sheets for the last two complete financial years.
The said restrictions shall not apply to issues of mortgagecovered bonds
and in other cases established by the laws on securities.
A company may float bonds with a single period for repayment or
bonds with a repayment period by series, within specified periods.
The repayment of bonds may be carried out in cash or with other
property, in accordance with the decision concerning their issuance.
A company shall have the right to float bonds secured by the pledge
of specified property of the company or bonds under security granted to the
company for the purpose of issuing of the bonds by third persons, and
bonds without security.
Bonds may be inscribed or bearer. In the event of the issuance of
inscribed bonds, a company shall be obliged to keep a register of their
holders. Lost inscribed bonds shall be reinstated by the company for a
reasonable payment. The rights of a holder of a lost bearer bond shall be
reinstated by a court ruling, according to the procedure established by the
procedural code of the Russian Federation.
A company shall have the right to envisage the possibility of
cancelling bonds at an earlier date, at the wish of the holders thereof. In
such a case, the value of the cancellation and the earliest date they may be
cancelled must be specified in the decision concerning the issuance of the
bonds.
4. A company shall have no right to issue bonds and other issue
securities convertible into stock of the company, if the number of declared
stock of the company of specified categories and types is less than the
number of stock of such categories and types, the right to acquire which
such securities grant.
Article 34. Payment for the Shares and Other Issue Securities of a
Company at the Floatation Thereof
1. The shares of a company floated at the formation of the company
shall be paid for in full within one year after the time of the state registration
of the company, unless a shorter term is stipulated by the memorandum of
association of the company.
At least 50 per cent of the company's shares distributed at the
formation thereof shall be paid up within three months after the state
registration of the company.
A share owned by a founder of the company shall not confer voting
rights unless and until it is paid up in full, except as otherwise laid down in
the charter of the company.
If shares are not paid up in full within the term specified by Paragraph
1 of the present item the right of ownership of the shares with floatation
price corresponding to the outstanding amount (the value of assets not
transferred in payment for shares) shall be transferred to the company. The
memorandum of association may envisage the collection of forfeit money
(fine, penalty) for a default on the obligation to pay for the shares.
The shares whose ownership has been transferred to the company
shall not confer voting rights, shall not be counted during voting and shall
not bear dividends. If that is the case, the company within one year as of
the date of their acquisition shall be obliged to render a decision on
decreasing its authorised capital or, for the purpose of paying for the
authorised capital, to sell the acquired stock at a price not lower that their
market value on the basis of a decision of the company's board of directors
(or supervisory board). If the market value of the stocks is less that their
nominal value, these stocks must be sold at the price which is not lower
than their nominal value. If the stocks are not sold by a company within one
year after their acquisition, the company shall be obliged within a
reasonable time period to render a decision on decreasing its authorised
capital by way of paying off such stocks. If a company does not render a
decision on decreasing its authorised capital within the time period
provided for by this Article, the body engaged in the state registration of
legal entities, other state bodies or local authorities authorised to raise such
claim by the federal laws, shall be entitled to make a claim with court for
liquidation of the company.
A company's additional shares and other issue securities supposed
to be floated by subscription shall be floated if they have been paid up in
full.
2. Payment for the shares distributed among the founders of the
company at the formation thereof, additional shares floated by subscription
may be effected in money, securities, other assets or property rights or
other rights that can be appraised in terms of money. The form of payment
for shares of a company at the formation thereof shall be set out in the
memorandum of association and that for additional shares by the decision
under which they are floated. Payment for other issue securities may be
effected only in money.
The charter of a company may contain restrictions on the types of
assets in which payment can be made for the company's shares.
3. The monetary valuation of assets contributed in payment for
shares at the formation of a company shall be completed by agreement of
the founders.
When payment for additional shares is effected in non-monetary form
the monetary valuation of the assets contributed in payment for the shares
shall be done by the board of directors (supervisory board) of the company
under Article 77 of the present Federal Law.
When payment for shares is effected in non-monetary form an
independent appraiser shall be invited to assess the market value of such
assets, if not otherwise established by federal laws. The valuation of assets
in terms of money produced by the founders of the company and the board
of directors of the company shall not exceed the valuation produced by an
independent appraiser.
Article 35. Funds and Net Assets of a Company
1. A reserve fund in the amount provided for by the charter of the
company, but not less than 5 per cent of its charter capital, shall be created
in the company.
The company reserve fund shall be formed by means of obligatory
annual deductions until the attainment of the amount established by the
charter of the company. The amount of annual deductions shall be
provided for by the charter of the company, but may not be less than 5 per
cent of net profit until the attainment of the amount established by the
charter of the company.
The company reserve fund shall be earmarked for the covering of its
losses, and also for the cancellation of bonds of the company and the
purchase of stock of the company in the event of the absence of other
means.
The reserve fund may not be used for other purposes.
2. The company charter may provide for the formation from net profit
of a special fund for the workers of the company. The assets thereof shall
be spent exclusively for the acquisition of company stock sold by its
shareholders, for subsequent issuing to its workers.
When shares acquired on the account of a company's workers' share
distribution fund are provided to employees of the company for a
consideration the proceeds shall be allocated towards the maintenance of
said fund.
3. The company's net assets shall be valued according to the
bookkeeping records, according to the procedure established by the
Ministry of Finance and the federal executive body in charge of the
securities market.
4. If, at the end of such evaluation, and each subsequent financial
year in accordance with the annual bookkeeping balance sheet proposed
for approval to the shareholders of the company or the results of an auditor,
verification, the value of net assets of the company proves to be less than
its charter capital, then the company shall decrease its charter capital to an
amount not exceeding the value of its net assets.
5. If, at the end of the second and each subsequent financial year, in
accordance with the annual bookkeeping balance sheet proposed for
approval to the shareholders of the company or the results of an auditor's
verification, the value of net assets of the company proves to be less than
the amount of the minimum charter capital specified in Article 26 of this
Federal Law, then the company shall be obliged to adopt a decision
concerning its liquidation.
6. If, in the cases stipulated by Items 4 and 5 of the present article,
the company within a reasonable term fails to make a decision to reduce its
authorised capital or to liquidate the creditors shall be entitled to claim the
termination or discharge before due time of the company's obligations and
the reimbursement of losses. In these cases the body responsible for the
state registration of legal entities or other governmental bodies or local
government bodies which have a right to present such a claim under a
federal law shall be entitled to file a petition with court claiming the
liquidation of the company.
7. A company's board of directors (or supervisory board) shall be
entitled to propose to a general meeting of shareholders thereof to
decrease the company's authorised capital to the amount which is less that
its net wealth, if the results of an audit inspection has shown that the
company's net wealth is less than its authorised capital. In this case, a
decision of the company's board of directors (or supervisory board) on such
proposal must be unanimously adopted by all members of the company's
board of directors (or supervisory board). With this, the votes of droppedout members of the company's board of directors (or supervisory board)
shall not be taken into account. The company shall be obliged to decrease
the authorised capital within a reasonable time period after rendering by a
general meeting of the company's shareholders a decision to decrease the
authorised capital by a three quarters majority vote of the shareholders
thereof possessing voting stocks which are attending the general meeting
of stockholders.
8. If in the case provided for by Item 7 of this Article, a company
within a reasonable time period does not decrease its authorised capital,
the body engaged in the state registration of legal entities, other state
bodies or local authorities authorised to raise claims for obliging the
company to decrease the amount of its authorised capital, shall be entitled
to make such claim with court.
Chapter IV. Issuance by a Company of Stock and Other Issue
Securities
Article 36. The Floatation Price of a Company's Shares
1. Payment for the shares of a company at the formation thereof shall
be effected by the founders of the company at a price not below the face
value of the shares.
Payment for the additional shares of a company floated by
subscription shall be effected at a price set by the board of directors
(supervisory board) of the company under Article 77 of the present Federal
Law but not below their face value.
2. The floatation price of additional shares to persons exercising a
priority right to acquire shares, may be below the floatation price for other
persons but by up to 10 per cent only.
The fee of a broker taking part in the floatation of additional shares of
a company by subscription shall not exceed 10 per cent of the floatation
price of the shares.
Article 37. Procedure for Converting Company's Issue Securities into
Shares
1. The procedure for converting a company's issue securities into
shares shall be established:
by the charter of the company: in respect of preferred share
conversion;
by a decision on issuance: in respect of conversion of bonds and
other issue securities, except for shares.
The floatation of shares of a company within the maximum limit on
the number of announced shares required for conversion of the convertible
shares floated by the company and other issue securities of the company
shall be effected only by means of such a conversion.
2. The terms of and procedure for the conversion of shares and other
issue securities of a company at the re-organisation thereof shall be
established by relevant decisions and agreements in keeping with the
present Federal Law.
Article 38. The Floatation Price of Issue Securities
1. Payment for a company's issue securities floated by subscription
shall be effected at a price set by the board of directors (supervisory board)
of the company under Article 77 of the present Federal Law. In such a case
payment for issue securities converted into shares floated by subscription
shall be effected at a price at least equal to the face value of the shares
into which these securities are converted.
2. The floatation price of securities converted into shares to persons
exercising a priority right to acquire such shares, may be below the
floatation price for other persons only but by up to 10 per cent.
The fee of a broker taking part in the floatation of issue securities by
subscription shall not exceed 10 per cent of the floatation price of these
securities.
Article 39. The Methods Whereby a Company Floats Its Shares and Other
Issue Securities
1. The company is entitled to float additional shares and other issue
securities by subscription and by conversion. If the authorised capital of a
company is increased at the expense of its assets the company shall float
additional shares by means of distributing them among its shareholders.
2. An open company is entitled to float its shares and issue securities
convertible into shares by means of either open or closed subscription. The
charter of the company and legal acts of the Russian Federation may
restrict closed subscription opportunities for open companies.
A closed company is not entitled to float its shares and issue
securities convertible into shares by public subscription or otherwise offer
them for acquisition to an unlimited circle of people.
3. The floatation of shares (a company's issue securities convertible
into shares) by closed subscription shall be effected only by the decision of
a general meeting of shareholders whereby the authorised capital of the
company is increased by means of floating additional shares (whereby the
company's issue securities convertible into shares are floated), such a
decision having been adopted by the majority of three quarters of votes of
the shareholders owning voting shares and attending the general meeting
of shareholders, unless a larger number of votes is required for such a
decision by the charter of the company.
4. The floatation by public subscription of ordinary shares making up
over 25 per cent of the ordinary shares floated earlier shall be effected only
by the decision of a general meeting of shareholders adopted by a majority
of three quarters of the votes of shareholders owning voting shares and
attending the general meeting of shareholders, unless a larger number of
votes is required to adopt such a decision by the charter of the company.
The floatation by public subscription of issue securities convertible
into ordinary shares making up 25 per cent of the ordinary shares floated
earlier where such issue securities are being converted into ordinary
shares shall be effected only by the decision of a general meeting of
shareholders adopted by a majority of three quarters of the votes of
shareholders owning voting shares and attending the general meeting of
shareholders, unless a larger number of votes is required to adopt such a
decision by the charter of the company.
5. The floatation of a company's shares and other issue securities
shall be effected by the company in compliance with the legal acts of the
Russian Federation
Article 40. Safeguarding Shareholders' Rights in the Event of Floatation of
Company's Shares and Issue Securities Convertible into Shares
1. The shareholders of a company shall have a priority right to
acquire additional shares and issue securities convertible into shares,
floated by public subscription, in proportion to the number of the shares of
this category (type) they own.
A company's shareholders who voted against, or who did not take
part in voting on the issue of, closed-subscription floating of shares and
issue securities convertible into shares shall have a priority right to acquire
additional shares and issue securities convertible into shares floated by
closed subscription, in proportion to the number of the shares of this
category (type) they own. This right shall not extend to the floatation of
shares and other issue securities convertible into shares effected by closed
subscription only among the shareholders if in this case the shareholders
have an opportunity to acquire an integral number of floated shares and
other issue securities convertible into shares, in proportion to the number of
the shares of relevant category (type) they own.
The present item does not extend to companies having a single
shareholder.
2. If the decision deemed a ground for floating supplementary shares
and serial securities convertible into shares it adopted by a general meeting
of the company's shareholders a list of the persons having a priority right to
acquire the supplementary shares and serial securities convertible into
shares shall be drawn up on the basis of the information available in the
register of shareholders as of the date of compilation of the list of the
persons entitled to attend the general meeting of shareholders. In other
cases a list of the persons having a priority right to acquire the
supplementary shares and serial securities convertible into shares shall be
drawn up on the basis of the information available in the register of
shareholders as of the date of the decision deemed the ground for floating
the supplementary shares and the serial securities convertible into shares.
For the purpose of drawing up the list of the persons having a priority right
to acquire the supplementary shares and serial securities convertible into
shares the nominal holder of shares shall provide information on the
persons for whose interests the nominal holder holds the shares.
Article 41. Procedure for Exercising a Priority Right to Acquire Shares and
Serial Securities Convertible into Shares
1. The persons having a priority right to acquire supplementary
shares and serial securities convertible into shares shall be notified of their
having an opportunity for exercising the priority right envisaged by Article
40 of the present Federal Law in the procedure envisaged by the present
federal law for an announcement about a general meeting of shareholders.
The notification shall contain information on the number of floated
shares and serial securities convertible into shares, their floatation price or
the procedure for determining the floatation price (including information on
their floatation price or on the procedure for determining the floatation price
as the priority right of acquisition is exercised), the procedure for assessing
the number of securities each person having a right of acquiring them is
entitled to acquire, the procedure for filing such persons' applications for
acquisition of shares and serial securities convertible into shares with the
company, and the term for filing such applications with the company
(hereinafter referred to as "the effective term of a priority right").
2. The effective term of a priority right shall not be less than 45 days
after the time of sending (delivery) or publication of the notice, except as
another term is envisaged by the present item.
If the procedure for determining the floatation price established by the
decision deemed the ground for floating supplementary shares and serial
securities convertible into shares requires that the floatation price be
determined after the expiry of the effective term of the priority right such a
term shall not be less than 20 days after the time of sending (delivery) or
publication of a notice. In this case the notice shall contain information on
the term for payment for the securities, this term not being less than five
working days after the disclosure of information on floatation price.
3. A person having a priority right to acquire supplementary shares
and serial securities convertible into shares is entitled to exercise his
priority right in full or in part by means of filing an application in writing with
the company for acquisition of the shares and serial securities convertible
into shares. The application shall contain the name of the person that has
filed it, a reference to the person's whereabouts and the number of
securities he/she/it acquires.
A document on payment shall be attached to the application for
acquisition of shares and serial securities convertible into shares, except
for the case envisaged by Paragraph 2 of Item 2 of the present article.
If the decision deemed the ground for floatation of supplementary
shares and serial securities convertible into shares has a provision for
payment for them being made with non-monetary resources then the
persons that exercise a priority right to acquire such securities are entitled
at their own discretion to make payment for them with money.
4. Until the expiry of the effective term of a priority right the company
is not entitled to float supplementary shares and serial securities
convertible into shares to persons not having a priority right to acquire
them.
Chapter V. Dividends
Article 42. Dividend Disbursement Procedure for a Company
1. A company may, as per the results of the first quarter, half-year or
nine months of the financial year and/or as per the results of the whole
financial year, take decisions on (announce) the payment of dividends on
the placed shares, unless otherwise is established by this Federal Law.
The decision on the payment (announcement) of dividends as per the
results of the first quarter, half year or nine months of the financial year
may be taken within three months after the termination of the relevant
period.";
2. Dividends shall be payable out of the company's net profit.
Dividends on preferred shares of certain types may be disbursed at the
expense of company funds specifically intended for such a purpose.
3. The decisions on the payment (announcement) of dividends
including the decisions on the rate of the dividend and the form of its
payment on the shares of each category (type) shall be taken by a general
meeting of shareholders. The rate of dividends may not exceed the one
recommended by the board of directors (the supervisory board) of the
company.
4. The time and procedure for the payment of dividends shall be
determined by the charter of a company or by a decision of the general
meeting of shareholders on the payment of dividends. If the charter of a
company does not determine the term for the payment of dividends, then
the term for their payment must not exceed sixty days from the day of the
adoption of the decision on the payment of dividends.
The list of persons having the right to receive dividends shall be
drawn up as on the date of the drawing up of the list of persons having the
right to participate in the general meeting of shareholders at which the
decision is taken on the payment of the relevant dividends. For drawing up
the list of persons having the right to receive dividends, the nominal
shareholder shall submit the date on the persons in whose interests he
owns the shares.
Article 43. Limitations on Payment of Dividends
1. The company shall not be entitled to adopt a decision (to
announce) on disbursement of dividends on shares: until the entire charter
capital of the company is paid up in full;
until the purchase of all stock which must be purchased in
accordance with Article 76 of this Federal Law;
if, as of the date of such a decision, the company meets the criteria of
insolvency (bankruptcy) under the legislation of the Russian Federation on
insolvency (bankruptcy) or if such is going to occur as a result of the
company's disbursing dividends;
if as of the date of such a decision the value of the net assets of the
company is less than its charter capital, plus the reserve fund, plus the
excess over par value of the liquidation value determined by the charter of
the issued preferred stock, or if it becomes less than the amount thereof as
a result of the adoption of such a decision;
in the other cases specified in federal law.
2. A company may not take a decision on (announce) the payment of
dividends (including dividends as per the results of the first quarter, halfyear, or nine months of the financial year) on ordinary shares and
preference shares whose rate of dividends has not been determined, if a
decision has not been taken on the payment of dividends in full (including
accumulated dividends on cumulative preference shares) on all types of
preference shares whose rate of dividends (including the dividends as per
the results of the first quarter, half-year, or nine months of the financial
year) is determined by the charter of the company.
3. The company shall not be entitled to adopt a decision (to
announce) as to the disbursement of dividends on preferred shares of a
specific type in respect of which a dividend rate was determined by the
charter of the company, unless a decision has been made to disburse
dividends in full (in particular, to disburse in full all accumulated dividends
on cumulative preferred shares) on all types of preferred shares which
confer an advantage in terms of priority ranking in receiving dividends over
the preferred shares of this type.
4. The company shall not be entitled to disburse announced
dividends on shares:
if the company shows signs of insolvency (bankruptcy) as of the date
of disbursement under the legislation of the Russian Federation on
insolvency (bankruptcy) or if such are going to appear as result of the
dividend disbursement;
if the company's net asset value as of the date of disbursement is
less than the sum of its authorised capital, reserve fund and the surplus of
the liquidation value of floated preferred shares over their face value set in
the charter of the company or it is going to be less than said sum as the
result of the dividend disbursement;
in the other cases stipulated by federal law.
In the event of termination of the circumstances described in this
point the company shall disburse announced dividends for the benefit of
shareholders.
Chapter VI. Shareholders Register
Article 44. Register of the Shareholders of a Company
1. A register of the shareholders of a company shall comprise
information on each person registered, the quantity and categories (types)
of shares recorded in the name of each registered person, other
information as might be required under legal acts of the Russian
Federation.
2. The company shall ensure the keeping and storing of the register
of shareholders in compliance with the legal acts of the Russian Federation
from the time of the company's state registration.
3. The register of a company's stockholders may be held by this
company or registrar.
The register of shareholders of a company having more than 50
shareholders shall be held by a registrar.
4. A company that has entrusted the keeping and storing of its
register of shareholders to a registrar shall not be relieved from
responsibility for the keeping and storing thereof.
5. A person registered in the register of shareholders of a company
shall promptly notify the holder of the register of shareholders of the
company on changes occurring in his details. If he fails to present
information on such changes the company and the registrar shall not be
responsible for the losses inflicted in connection therewith.
Article 45. Making Entries in the Shareholders Register
1. An entry in the register of a company's shareholders shall be made
upon the request of a shareholder, a nominal shareholder or, in the
instances provided for by this Federal Law, of other persons at the latest in
three days as of the date of submitting the documents stipulated by
normative legal acts of the Russian Federation. Normative legal acts of the
Russian Federation may establish a shorter time period for making an entry
in the register of a company's shareholders.
2. A refusal to make an entry in the shareholders register of a
company shall not be permitted, except for in instances provided for by the
laws of the Russian Federation. In the event of a refusal to make an entry
in the shareholders register of the company, the holder of such register
shall not later than five days from the presentation of the demand to make
an entry in the shareholders register of the company send to the person
demanding the making of the entry a reasoned explanation concerning the
refusal to make the entry.
The refusal to make an entry in the shareholders register of a
company may be appealed in court. By decision of the court the holder of
the shareholders register of a company shall be obliged to make the
respective entry in the said register.
Article 46. Extract from the Register of Shareholders
The holder of the shareholders register of a company shall at the
demand of a shareholder or proxy holder of stock be obliged to confirm his
rights to stock by means of the issuance of an extract from the
shareholders register.
Chapter VII. General Meeting of Shareholders
Article 47. The General Meeting of Shareholders
1. The general meeting of shareholders shall be the paramount
managerial body of the company.
The company shall hold an annual general meeting of shareholders
every year.
The annual general meeting of shareholders shall be convened on
the dates stipulated by the charter of the company but at least two months
after and within six months after the end of the financial year. The annual
general meeting of shareholders shall decide the issues of election of the
board of directors (supervisory board) of the company, the company's audit
commission, the endorsement of the company's auditor, the issues
specified in Subitem 11 Item 1 Article 48 of the present Federal Law and
also other issues within the scope of responsibility of the general meeting
of shareholders. General meetings of shareholders held apart from the
annual general meeting shall be deemed extraordinary.
2. The federal executive body in charge of the securities market may
establish other standards governing the procedure for preparing, convening
and holding a general meeting of shareholders in addition to those set out
in the present Federal Law.
3. In a company where all voting shares are owned by one
shareholder decisions on issues relating to the scope of responsibility of
the general meeting of shareholders shall be made solely by this
shareholder in writing. In this case the provisions of the present chapter
governing the procedure and term for preparing, convening and holding a
general meeting of shareholders shall not apply, except for the provisions
concerning the date of the annual general meeting of shareholders.
Article 48. Authority of the General Meeting of Shareholders
1. The following shall be deemed to be within the scope of scope of
responsibility of the general meeting of shareholders:
1) amending the constitution of the company or endorsing a new
version of the constitution of the company;
2) re-organising the company;
3) liquidating the company, appointing a liquidation commission and
endorsing an interim and the final liquidation balance sheets;
4) determining the quantitative composition of the board of directors
(supervisory board) of the company, electing its members and terminating
their powers before due date;
5) determining the quantity, face value, category (type) of announced
shares and the rights conferred by such shares;
6) increasing the authorised capital of the company by means of
increasing the face value of shares or floating additional shares, unless the
increase of the company's authorised capital by additional share floatation
is referred to the scope of responsibility of the board of directors
(supervisory board) of the company by the constitution of the company or
the present Federal Law;
7) decreasing the authorised capital of the company by means of
cutting the face value of shares, acquiring (by the company) a part of
shares for the purpose of cutting their total numbers and also redeeming
the shares acquired or bought out by the company;
8) forming the company's executive body, terminating its powers
before due time, unless the resolution of these matters is put within the
scope of responsibility of the company's board of directors (supervisory
board) by the constitution of the company;
9) electing the members of the audit commission (the auditor) of the
company and terminating their (his) powers before due time;
10) endorsing an auditor for the company;
10.1) payment (announcement) of dividends as per the results of the
first quarter, half-year, or nine months of the financial year;
11) approval of the annual reports and of the annual accounting
reporting, including the reports on the profits and losses (accounts of profits
and losses) of the company, and also the distribution of profit (including the
payment (announcement) of dividends, except profit distributed as
dividends as per the results of the first quarter, half-year, or nine months of
the financial year) and of the losses of the company as per the results of
the financial year;
12) setting out a procedure for holding the general meeting of
shareholders;
13) electing the members of counts commission and terminating their
powers before due time;
14) fractionalising and consolidating shares;
15) making decision as to the approval of deals in the cases
stipulated by Article 83 of the present Federal Law;
16) making decisions as to the approval of large-scale deals in the
cases stipulated by Article 79 of the present Federal Law;
17) the company's acquisition of floated shares in the cases
stipulated by the present Federal Law;
18) making decisions on having a stake in financial-industrial groups,
associations and other unions of commercial organisations;
19) endorsing the in-house documents governing the operation of the
company's bodies;
20) resolving other issues under the present Federal Law.
2. The issues put within the scope of responsibility of the general
meeting of shareholders shall not be referred to the executive body of the
company to be resolved by it.
The issues put within the scope of responsibility of the general
meeting of shareholders shall not be referred to the board of directors
(supervisory board) of the company to be resolved by it, except for the
issues specified in the present Federal Law.
3. The general meeting of shareholders shall have no right to
consider and adopt decisions with regard to matters not referred to its
authority by this Federal Law.
Article 49. Decision of General Meeting of Shareholders
1. With the exception of instances established by federal laws, the
following persons shall have the right to vote at a general meeting of
shareholders with regard to matters put up for voting:
holders of common stock of the company;
holders of preferred stock of the company in the instances provided
for by this Federal Law.
Voting stock of the company shall be common stock or preferred
stock granting to the holder thereof the right to vote.
2. The decision of a general meeting of shareholders with regard to a
matter put up for voting shall be adopted by a majority vote of the holders
of voting stock of the company participating in the meeting, unless a larger
number of votes is required by this Federal Law otherwise established.
The counting of votes at a general meeting of shareholders with
regard to a matter put up for voting, and the right of vote when deciding
who possesses it shall be carried out with regard to all voting stock jointly,
unless otherwise provided for by this Federal Law.
3. A decision with regard to the matters specified in Subclauses 2, 6,
and 14 through 19 of Clause 1 of Article 48 of this Federal Law shall be
adopted by a general meeting of shareholders only upon the proposal of
the board of directors (or supervisory board), unless otherwise provided for
by the charter of the company.
4. Decision on the issues specified in Subitems 1 - 3 , 5 and 17 of
Item 1 Article 48 of the present Federal Law shall be adopted by a general
meeting of shareholders by the majority of three quarters of the votes of
shareholders owning voting shares and attending the general meeting of
shareholders.
5. The procedure for the adoption by the general meeting of
shareholders of a decision regarding the procedure for conducting the
general meeting of shareholders shall be established by the charter of the
company or by the internal documents of the company approved by
resolution of the general meeting of shareholders.
6. The general meeting of shareholders shall have no right to adopt
decisions with regard to matters not included on the agenda of the meeting,
nor to change the agenda.
7. A shareholder shall have the right to appeal to a court a decision
adopted by the general meeting of shareholders in violation of the
requirements of this Federal Law, other laws of the Russian Federation,
and the charter of the company, if he did not take part in the general
meeting of shareholders or he voted against the adoption of such decision
and his rights and legal interests were violated by the said decision. The
court shall have the right, taking into account all the circumstances of the
case, to leave the decision appealed in force, if the vote of such
shareholder could not influence the results of the voting, the violation
permitted was not material, and the decision did not injure the particular
shareholder. Such an application may be filed with the court within six
months after the date when the shareholder learned or was supposed to
learn about the decision so made.
8. A decision on each of the issues mentioned in Subitems 2, 6, 7
and 14 of Item 1 of Article 48 of this Federal Law may contain an indication
as to the time period upon whose expiry such decision is not subject to
execution. The running of the said period shall be terminated as of the time
of:
the state registration of one of the companies established by way of a
company's re-organisation in form of division - for rendering by a general
meeting of shareholders a decision on a company's reorganisation in the
form of division;
making an entry to the comprehensive state register of legal entities
on termination of the acceding company's activities - for rendering a
decision by a general meeting of shareholders on a company's reorganisation in the form of accession;
the state registration of a legal entity established by way of a
company's re-organisation - for rendering a decision by a general meeting
of shareholders on the company's re-organisation on the form of merger,
devolution or transformation;
the state registration of an issue (additional issue) of securities - for
rendering a decision by a general meeting of shareholders on increasing a
company's authorised capital by way of increasing the nominal value of
stocks or floating additional stock, a decision by a general meeting of
shareholders on decreasing a company's authorised capital by way of
reducing the nominal value of stocks or a decision by a general meeting of
shareholders on stocks' splitting or consolidation;
acquisition of al least one stock - for rendering a decision by a
general meeting of shareholders on decreasing a company's authorised
capital by way of acquisition by the company of a part of its own stocks for
the purpose of reduction of their total number or by way of paying off the
stocks acquired or redeemed by the company.
A decision of a general meeting of shareholders on re-organisation of
a company in the form of devolution may provide for the time period upon
whose expiry such decision is not subject to execution in respect of the
company to be established or the companies to be established whose state
registration was not effected within this time period. In such case, a
company's re-organisation in the form of devolution shall be deemed
completed as of the time of the state registration within the period provided
for by this Item of the last company from among the companies to be
established by way of such re-organisation.
Article 50. The General Meeting of Shareholders in the Form of Postal
Voting
1. A decision of the general meeting of shareholders may be adopted
by postal voting without holding a meeting (joint attendance of shareholders
for the purpose of discussing an agenda and adopting decisions on the
matters put up for vote).
2. A general meeting of shareholders of which the agenda includes
the issues of election of the board of directors (supervisory board) of the
company, the audit commission of the company, endorsement of an auditor
for the company and also the issues specified in Subitem 11 Item 1 Article
48 of the present Federal Law shall not be held by post voting.
Article 51. Right to Participate in a General Meeting of Shareholders
1. The list of persons entitled to attend the general meeting of
shareholders shall be drawn up on the basis of data of the shareholders
register of the company. In the event the special right of participation of the
Russian Federation, a Russian region or a municipal entity in the
management of the company ("golden share") is being exercised the list
shall also include representatives of the Russian Federation, the Russian
region or the municipal entity.
The date of compilation of the list of persons entitled to attend the
general meeting of shareholders shall not be set before the date of the
decision to hold a general meeting of shareholders and more than 50 days,
or in the case stipulated by Item 2 Article 53 of the present Federal Law, 85
days, prior to the date of a general meeting of shareholders.
If a general meeting of shareholders is conducted in which ballots
received by the company in accordance with Paragraph Two of Item 1 of
Article 58 of this Federal Law participate in determining the quorum and the
voting, then the date of drawing up the list of persons entitled to attend the
general meeting of shareholders shall be established not less than 35 days
before the date of holding the general meeting of shareholders.
2. The proxy holder of stock shall submit data concerning the persons
in whose interests he possesses stock on the date of drawing up the list in
order to draw up the list of persons entitled to attend the general meeting of
shareholders.
3. The list of persons entitled to attend the general meeting of
shareholders shall contain the name of each such person, its identification
details, information on the quantity and category (type) of the shares
whereby the person has voting rights, the postal address in the Russian
Federation to which a notice of a forthcoming general meeting of
shareholders, ballot papers if voting requires ballot paper mailing and a
report on the results of voting are to be sent.
4. The list of persons entitled to attend the general meeting of
shareholders shall be provided by the company at the request of the
persons included in the list and having at least one per cent of votes. In this
case the details of the documents and the postal addresses of the persons
included in the list shall be provided only on the consent of such persons.
On the application of any person concerned the company shall within
three days provide an abstract from the list of persons entitled to attend the
general meeting of shareholders comprising information on this person or a
statement to the effect that this person is not on the list of persons entitled
to attend the general meeting of shareholders.
5. Changes in the list of persons entitled to attend the general
meeting of shareholders may be made only in the event of the
reinstatement of violated rights of persons not included in said list on the
date of its drawing up or the correction of errors permitted when drawing it
up.
Article 52. Information on a Forthcoming General Meeting of Shareholders
1. An announcement of a forthcoming general meeting of
shareholders shall be made at least 20 days prior to the meeting and an
announcement of a forthcoming general meeting of shareholders having on
its agenda the issue of re-organisation of the company, at least 30 days
prior to the meeting.
In the cases provided for by Items 2 and 8 of Article 53 of this Federal
Law an announcement of a forthcoming extraordinary meeting of
shareholders must be made at latest 70 days before the date of its holding.
Within said term the announcement of a forthcoming general meeting
of shareholders shall be forwarded to each of the persons on the list of
persons entitled to attend the general meeting of shareholders, by
registered mail, unless another method is specified in the charter of the
company for sending this message in writing, or delivered to each of the
said persons against their signatures, or if there is a provision to this effect
in the charter of the company, published in a printed publication specified
by the charter of the company as available to all the shareholders of the
company.
The company has the right to additionally notify shareholders of a
forthcoming general meeting of shareholders via other mass media
(television, radio).
2. The following shall be indicated in an announcement of a
forthcoming general meeting of shareholders:
the full name of the company and its location;
the form of the forthcoming general meeting of shareholders (meeting
or postal voting);
the date, place and time of the forthcoming general meeting of
shareholders and in the event completed ballot papers can be sent to the
company under Item 3 Article 60 of the present Federal Law, the postal
address to which they can be mailed, or in the event of the general meeting
of shareholders being held in the form of voting, the deadline for receipt of
ballot papers and the postal address to which completed ballot papers must
be mailed;
the date of compilation of the list of persons entitled to attend the
general meeting of shareholders;
the agenda of the general meeting of shareholders;
the procedure for getting familiarised with information (materials)
offered in preparation for the general meeting of shareholders and the
address (addresses) where one can familiarise oneself with them.
3. The information (materials) that must be presented to persons
entitled to attend the general meeting of shareholders in preparation for
holding such a meeting shall be as follows: annual financial statements, in
particular, an auditor's report, statement of the company's in-house audit
commission on the results of verification of annual financial statements,
information on nominees to the company's executive bodies, board of
directors (supervisory board), in-house audit commission, vote counting
commission, draft amendments to the charter of the company or a new
version of the charter of the company, draft in-house documents of the
company, draft decisions of the general meeting of shareholders and also
the information (documents) stipulated by the charter of the company.
A list of additional information (materials) which must be offered to
persons entitled to attend the general meeting of shareholders in
preparation for a general meeting of shareholders may be established by
the federal executive body in charge of the securities market.
The information (materials) envisaged in the present article shall
within 20 days, or in the event of a general meeting of shareholders having
on its agenda the issue of re-organisation of the company, within 30 days
prior to the date of the general meeting of shareholders be available for the
persons entitled to attend the general meeting of shareholders so that they
can familiarise themselves with them on the premises of the executive body
of the company or in other places the addresses of which are indicated in
the announcement on the forthcoming general meeting of shareholders.
The information (materials) must be made available to the persons
attending the general meeting of shareholders, during the meeting.
Where a person entitled to attend the general meeting of
shareholders so requests the company shall provide copies of the
aforesaid documents thereto. The payment charged by the company for
these copies shall not exceed the cost thereof.
4. If a person registered in the register of shareholders of a company
is the nominal holder of shares the announcement of a forthcoming general
meeting of shareholders shall be forwarded to the address of the nominal
holder of shares if no other postal address is indicated in the list of persons
entitled to attend the general meeting of shareholders for mailing an
announcement of a forthcoming general meeting of shareholders. If an
announcement of a forthcoming general meeting of shareholders has been
forwarded to the nominal holder of shares he shall bring it to the notice of
his clients in compliance with the procedure and within a term established
by legal acts of the Russian Federation or a contract with a client.
Article 53. Proposals for the Agenda of a General Meeting of Shareholders
1. Shareholders (a shareholder) owning in their aggregate at least
two per cent of the voting shares of a company shall be entitled to put
issues on the agenda of an annual general meeting of the company and
nominate candidates to the board of directors (supervisory board) of the
company, collective executive body, in-house audit commission and the
accounts commission of the company, the number of which cannot exceed
the number of members of a relevant body and also a candidate to the
position of sole executive body. Such proposals shall be passed to the
company within 30 days after the end of the financial year, unless a later
deadline is set by the charter of the company.
2. If an agenda proposed for an extraordinary general meeting of
shareholders includes the issue of election of members of the board of
directors (supervisory board) of the company shareholders (a shareholder)
of the company who own in aggregate at least two per cent of the voting
shares of the company shall be entitled to propose nominees for election to
the board of directors (supervisory board) of the company in a number not
exceeding the number of members of the board of directors (supervisory
board) of the company. Such proposals shall be passed to the company at
least 30 days prior to the date of the extraordinary general meeting of
shareholders, unless a later deadline is set by the charter of the company.
3. A proposal for putting issues on the agenda of a general meeting
of shareholders and a proposal concerning nominees shall be filed in
writing including indication of the name of the shareholders (shareholder)
who file them, the quantity and category (type) of shares they own and the
signatures of the shareholders (shareholder).
4. A proposal for putting issues on the agenda of a general meeting
of shareholders shall formulate each item being proposed and a proposal
concerning nominees shall state the name of each nominee and data of the
document certifying his identity (series and (or) number of the document,
date and place of its issuance and the body that has issued it), the name of
the body to which he/she is proposed for election and also other
information on him/her as stipulated by the charter or in-house documents
of the company. A proposal for putting issues on the agenda of a general
meeting of shareholders may include a proposed decision on each
proposed issue.
5. The board of directors (supervisory board) of the company shall
consider the proposals it receives and decide as to their inclusion in the
agenda of the general meeting of shareholders or refusal to include them in
such an agenda, within five days after the expiration of the terms specified
in Items 1 and 2 of the present article. An issue proposed by shareholders
(shareholder) shall be included in the agenda of the general meeting of
shareholders and nominees shall be included in the list of nominees for
voting in the elections to a relevant body of the company, except for cases
when:
the shareholders (shareholder) have failed to observe the terms
specified in Items 1 and 2 of the present article;
the shareholder (shareholders) do not own the quantity of the
company's voting shares required under Items 1 and 2 of the present
article;
the proposal does not comply with the provisions of Items 3 and 4 of
the present article;
the issue proposed for inclusion in the agenda of the general meeting
of shareholders is beyond its scope of responsibility and/or does not
comply with the provisions of the present Federal Law and other legal acts
of the Russian Federation.
6. A substantiated decision of the board of directors (supervisory
board) of the company to refuse the inclusion of a proposed item in the
agenda of a general meeting of shareholders or a nominee in the list of
nominees for voting on the elections to a certain body of the company shall
be forwarded to the shareholders (shareholder) who made the proposal or
put forward the nominee, within three days after the date of the decision.
A decision of the board of directors (supervisory board) of the
company to refuse the inclusion of an issue in the agenda of the general
meeting of shareholders or a nominee in a list of nominees for voting in the
election to a certain body of the company and also the evasion by the
board of directors (supervisory board) of the company of decision-making
shall be subject to court appeal.
7. The board of directors (supervisory board) of a company shall not
be entitled to amend the wording of issues proposed for the agenda of a
general meeting of shareholders and the wording of decisions on such
issues.
Apart from issues proposed for inclusion in the agenda of a general
meeting of shareholders by shareholders and also in the event of lack of
such proposals, the lack or insufficient number of nominees proposed by
shareholders in respect of a certain body the board of directors
(supervisory board) of the company shall be entitled to put issues in the
agenda of the general meeting of shareholders or nominees in a list of
nominees at their own discretion.
8. If the supposed agenda of a general meeting of shareholders
contains the item of a company's re-organisation in the form of merger,
devolution or division and the item of election of the board of directors (or
supervisory board) of a company to be established by way of reorganisation in the form of merger, devoluation or division, the stockholder
or stockholders possessing on aggregate at least 2 per cent of voting stock
of the company to be re-organised, shall be entitled to nominate candidates
for members of the board of directors (or supervisory board) of the
company to be established, of its collective executive body and the
inspection commission or a candidate for the inspector whose number may
not exceed the quantitative composition of the appropriate body specified
by an announcement of a general meeting of the company's shareholders
in compliance with a draft charter of the company to be established, as well
as to nominate a candidate for the office of the personal executive body of
the company to be established.
If the supposed agenda of a general meting of shareholders contains
the item of a company's re-organisation in the form of merger, the
stockholder or stockholders possessing on aggregate at least 2 per cent of
voting stocks of the company to be re-organised, shall be entitled to
nominate candidates for election to the board of directors (or supervisory
board) of the company to be established in the form of re-organisation in
the form of merger, whose number may not exceed that of the members of
the board of directors (or supervisory board) of the company to be
established elected by the appropriate company, which is specified by an
announcement of a general meeting of the company's shareholders in
compliance with the contract of merger.
Proposals as to the nomination of candidates must come to the
company to be re-organised at latest 45 days before the date of holding a
general meeting of shareholders of the company to be re-organised.
A decision on the inclusion of the persons nominated as candidates
by stockholders or by the board of directors (or supervisory board) of the
company to be re-organised into the list of members of the collective
executive body or the inspection commission, or a decision on endorsing
the inspector and on endorsing the person exercising the functions of the
personal executive body of each company to be established by way of reorganisation in the form of merger, division or devolution shall be rendered
by a three quarters majority of votes of members of the board of directors
(or supervisory board) of the company to be re-organised. With this, the
votes of dropped-out members of the board of directors (or supervisory
board) of this company shall not be taken into account.
Article 54. Preparation for Holding a General Meeting of Shareholders
1. While preparing for a general meeting of shareholders the board of
directors (supervisory board) of a company shall determine the following:
the form of the general meeting of shareholders (a meeting or postal
voting);
the date, place, time of the forthcoming general meeting of
shareholders and if completed ballot papers may be sent to the company
under Item 3 Article 60 of the present Federal Law, a postal address to
which completed ballot papers can be mailed, or in the case when the
general meeting of shareholders is done by postal voting, the deadline for
receipt of ballot papers and a postal address to which completed ballot
papers must be sent;
the date when the list of persons entitled to attend the general
meeting of shareholders is drawn up;
the agenda of the general meeting of shareholders;
the procedure for informing shareholders of the forthcoming general
meeting of shareholders;
a list of information (materials) to be offered to shareholders in
preparation for the forthcoming general meeting of shareholders and the
procedure for the provision thereof;
the form and text of a ballot paper if voting is going to be done using
ballot papers.
2. The agenda of a general meeting of shareholders shall by all
means include the issues of election of the board of directors (supervisory
board) of the company, in-house audit commission of the company,
endorsement of an auditor for the company and also the issues specified in
Subitem 11 Item 1 Article 48 of the present Federal Law.
Article 55. Extraordinary General Meetings of Shareholders
1. An extraordinary general meeting of shareholders shall be
convened by the decision of the board of directors (supervisory board) of a
company on its own initiative, at the request of the in-house audit
commission, an auditor for the company or shareholders (shareholder) who
own at least ten per cent of the voting shares of the company as of the date
of the request.
The convocation of a general meeting of shareholders at the request
of the in-house audit commission of the company, an auditor of the
company or shareholders (shareholder) owning at least ten per cent of the
voting shares of the company shall be effected by the board of directors
(supervisory board) of the company. In the event that the functions of the
board of directors (supervisory council) of the company are performed by a
general meeting of shareholders, the calling of a special general meeting of
shareholders at the request of the indicated persons shall be carried out by
the person or body of the company whose competence, under the statute
of the company, is to decide on holding a general meeting of shareholders
and on approving its agenda.
2. An extraordinary general meeting of shareholders convened on the
request of the in-house audit commission of the company, an auditor of the
company or shareholders (shareholder) owning at least ten per cent of the
voting shares of the company shall be held within 40 days after the filing of
a request for convocation of an extraordinary general meeting of
shareholders.
If the agenda proposed for the extraordinary general meeting of
shareholders includes the issue of election of members of the board of
directors (supervisory board) of the company such a general meeting of
shareholders shall be convened within 70 days after the filing of the request
for convocation of a general meeting of shareholders, unless a shorter term
is required by the charter of the company.
3. In cases when under Articles 68 - 70 of the present Federal Law
the board of directors (supervisory board) of a company must make a
decision to convene an extraordinary general meeting of shareholders such
a general meeting of shareholders shall be convened within 40 days after
the date when the decision to convene it was adopted by the board of
directors (supervisory board) of the company, unless a shorter term is
envisaged by the charter of the company.
In cases when under the present Federal Law the board of directors
(supervisory board) of a company must make a decision to convene an
extraordinary general meeting of shareholders for the purpose of electing
members of the board of directors (supervisory board) of the company such
a general meeting of shareholders shall be convened within 90 days after
the date when the decision to convene it was adopted by the board of
directors (supervisory board) of the company, unless a shorter term is
envisaged by the charter of the company.
4. The request for convocation of an extraordinary general meeting of
shareholders shall include issues to be put on the agenda thereof. The
request for convocation of an extraordinary general meeting of
shareholders may include the wording of decisions on each of such issues
and also a proposal for the form of the general meeting of shareholders. If
the request for convocation of an extraordinary general meeting of
shareholders contains a proposal concerning nominees such a proposal
shall be subject to the relevant provisions of Article 53 of the present
Federal Law.
The board of directors (supervisory board) of a company is not
entitled to amend the wording of agenda items or decisions on such items
or to change the proposed form of holding the extraordinary general
meeting of shareholders convened at the request of the in-house audit
commission, an auditor of the company or shareholders (shareholder)
owning at least ten per cent of the voting shares of the company.
5. If the request for convening an extraordinary general meeting of
shareholders has been initiated by shareholders (shareholder) it shall
contain the names of the shareholders (shareholder) which demand the
convocation of such a general meeting of shareholders and an indication of
the quantity, category (type) of the shares they own.
The request for convening an extraordinary general meeting of
shareholders shall be signed by the persons (person) requesting the
convocation of the extraordinary general meeting of shareholders.
6. Within five days after the date when a request for convocation of
an extraordinary general meeting of shareholders was filed by the in house
audit commission of the company, an auditor of the company or
shareholders (shareholder) owning at least ten per cent of the voting
shares of the company, the board of directors (supervisory board) of the
company shall adopt a decision to convene the extraordinary general
meeting of shareholders or to refuse to convene it.
The decision to refuse to convene an extraordinary general meeting
of shareholders at the request of the in-house audit commission of a
company, an auditor for the company or shareholders (shareholder) owning
at least ten per cent of the voting shares of the company may be adopted if:
the procedure established by the present Article and/or Item 1 of
Article 84.3 of this Federal Law for filing a request for convocation of an
extraordinary general meeting of shareholders has not been observed;
the shareholders (shareholder) requesting the convocation of an
extraordinary general meeting of shareholders do not own the quantity of
the company's voting shares required by Item 1 of the present article;
none of the issues proposed for the agenda of the extraordinary
general meeting of shareholders is within the scope of responsibility thereof
and/or complies with the provisions of the present Federal Law and other
legal acts of the Russian Federation.
7. The decision of the board of directors (supervisory board) of a
company to convene an extraordinary general meeting of shareholders or
the substantiated decision to refuse to convene such a meeting shall be
forwarded to the persons who requested the convocation thereof, within
three days after the date of the decision.
The decision of the board of directors (supervisory board) of a
company to refuse to convene an extraordinary general meeting of
shareholders shall be subject to court appeal.
8. If the board of directors fails to adopt a decision to convene an
extraordinary general meeting of shareholders or adopts a decision to
refuse to convene it, within the term established by the present Federal
Law, the extraordinary general meeting of shareholders may be convened
by the bodies and persons demanding the convocation thereof. In such a
case the bodies and persons convening the extraordinary general meeting
of shareholders have the powers stipulated by the present Federal Law
which are required for convening and holding a general meeting of
shareholders. In such a case the expenses incurred for the preparation and
holding of the general meeting of shareholders may be reimbursed at the
decision of a general meeting of shareholders by the company.
Article 56. Counting Commission
1. A counting commission, the quantitative and personal composition
of which shall be approved by the general meeting of shareholders, shall
be created in any company with more than one hundred holders of voting
stock.
In a company having its register of shareholders held by a registrar
the latter may be vested with responsibility for performing the functions of a
vote counting commission. In a company with more than 500 shareholders
owning voting shares the functions of a vote counting commission shall be
performed by the registrar.
2. Not less than three persons may be on the counting commission.
Members of the board of directors (or supervisory board), members of the
audit commission (or internal auditor), members of a collegial executive
body, a one-person executive body of the company, and likewise the
management organization or manager, and also persons nominated as
candidates for such offices are excluded from the counting commission
composition.
3. If the effective term of powers of the vote counting commission has
expired or the number of its members has become less than three and also
when less than three members of the vote counting commission report for
performing their duties the registrar may be asked to carry out the functions
of the counts commission.
4. The counting commission shall verify powers and register persons
attending the general meeting of shareholders, determine the quorum of
the general meeting of shareholders, explain matters arising in connection
with the realization by shareholders (or their representatives) of the right to
vote at a general meeting, explain the procedure of voting with regard to
matters submitted for voting, ensure the established procedure of voting
and the right of shareholders to participate in the voting, count the votes,
and total up the results of the voting, draw up minutes on the results of the
voting, and transfer the ballots for voting to the archives.
Article 57. Procedure for Participation of Shareholders in a General
Meeting of Shareholders
1. The right to participate in a general meeting of shareholders shall
be carried out by the shareholder, either personally or through his
representative.
A shareholder shall have the right at any time to replace his
representative at a general meeting of shareholders, or personally to take
part in the general meeting of shareholders.
The representative of a shareholder at a general meeting of
shareholders shall operate in accordance with his powers, based on the
instructions of federal laws or acts of duly empowered State agencies of
agencies of local self-government, or of a power of attorney drawn up in
writing. A power of attorney for voting must contain information on
representing person and representative (in respect of a natural person name, data of the document certifying the identity (series and (or) number
of the document, date and place of issuance, body that has issued the
document) and in respect of a legal entity - denomination and data on the
location thereof). A power of attorney for voting must be formalized in
accordance with the requirements of Clauses 4 and 5 of Article 185 of the
Civil Code of the Russian Federation or certified by a notary.
2. In the event of the transfer of stock after the date of drawing up the
list persons having a right to attend the general meeting of shareholders
and before the date of conducting the general meeting of shareholders, the
person included in this list having the right to participate in the general
meeting of shareholders shall be obliged to issue to the acquirer a power of
attorney for voting or to vote at the general meeting in accordance with the
instructions of the acquirer of the stock. Said rule also shall apply to each
subsequent instance of the transfer of a stock.
3. If a share of stock is held in common ownership by several
persons, then the powers relating to voting at the general meeting of
shareholders shall be carried out at their discretion by one of the common
owners, or by their common representative. The powers of each of said
persons must be duly formalized.
Article 58. The Quorum of a General Meeting of Shareholders
1. The general meeting or shareholders shall be deemed competent
(deemed to have a quorum) if it is attended by shareholders owning in their
aggregate more than half of the votes of floated voting shares of the
company.
The "shareholders attending a general meeting of shareholders" shall
be deemed the shareholders who have registered for the purpose of
attending the meeting and the shareholders whose ballot papers were
received at least two days prior to the date of the general meeting of
shareholders. In the case of a general meeting of shareholders held in the
form of postal voting the "shareholders attending a general meeting of
shareholders" shall be deemed the shareholders whose ballot papers were
received prior to the deadline for receipt of ballot papers.
2. If the agenda of a general meeting of shareholders includes issues
to be voted on by various classes of voters the quorum for adoption of a
decision on these issues shall be determined separately. In such a case
the lack of a quorum for adopting a decision on issues voted on by one
class of voters shall not be an obstacle for adopting a decision on issues
voted by a different class of voters for which a quorum is available.!SUB
5803
3. If there is no quorum for holding an annual general meeting of
shareholders a repeated general meeting of shareholders with the same
agenda shall be convened. If there is no quorum for holding an
extraordinary general meeting of shareholders a repeated general meeting
of shareholders with the same agenda may be convened.
A repeated general meeting of shareholders shall be competent
(shall be deemed to have a quorum) if attended by shareholders owing in
their aggregate at least 30 per cent of the votes of floated voting shares of
the company. The charter of a company with more than 500 thousand
shareholders may envisage a smaller quorum for holding a repeated
general meeting of shareholders.
An announcement of convocation of a repeated general meeting of
shareholders shall be issued under Article 52 of the present Federal Law.
In such a case the provisions of Paragraph 2 Item 1 Article 52 of the
present Federal Law shall not apply. The delivery, forwarding and
publication of ballot papers in the case of a repeated general meeting of
shareholders shall be effected in compliance with the provisions of Article
60 of the present Federal Law.
4. When a repeated general meeting of shareholders is held within 40
days after a failed general meeting of shareholders the persons entitled to
attend the general meeting of shareholders shall be designated according
to the list of the persons entitled to attend the failed general meeting of
shareholders.
Article 59. Voting at a General Meeting of Shareholders
Voting at a general meeting of shareholders shall be carried out
according to the principle of "one share - one vote", except for conducting
of a cumulative vote in the case stipulated by for by this Federal Law.
Article 60. The Ballot Paper
1. Voting on the agenda of a general meeting of shareholders may be
done using ballot papers.
Voting on the agenda of a general meeting of shareholders of a
company with more than 100 shareholders owning voting shares and also
voting on the agenda of a general meeting of shareholders held in the form
of postal voting shall be effected only using ballot papers.
2. A ballot paper shall be handed out against a signature to every
person mentioned in the list of persons entitled to attend the general
meeting of shareholders (a representative thereof) registered for the
purpose of attending a general meeting of shareholders, except for the
cases specified in Paragraph 2 of the present item.
Where a general meeting of shareholders is held in the form of postal
voting and a general meeting of shareholders of a company with 1,000 and
more shareholders owning voting shares and also of another company of
which the charter envisages a compulsory forwarding (delivery) of ballot
papers before a general meeting of shareholders, a ballot paper shall be
forwarded or delivered against a signature to each person mentioned in the
list of persons entitled to attend the general meeting of shareholders, not
later than 20 days prior to the date of the general meeting of shareholders.
The ballot paper shall be forwarded by registered mail, unless
another forwarding method is stipulated by the charter of the company.
The charter of a company having more than 500 thousand
shareholders may envisage publication of ballot paper forms in a printed
publication designated by the company to which all the shareholders of the
company have access.
3. When a general meeting of shareholders is being held, except for
a general meeting of shareholders held in the form of postal voting, by
companies forwarding (delivering) ballot papers or publication of ballot
paper forms in keeping with Item 2 of the present article, the persons
included in the list of persons entitled to attend the general meeting of
shareholders (representatives thereof) shall be entitled to attend such a
meeting or send completed ballot papers to the company. In such a case,
when the quorum is being determined and voting results are being
calculated, account shall be taken of the votes represented by the ballot
papers received by the company at least two days prior to the date of the
general meeting of shareholders.
4. The ballot paper shall comprise the following:
the full company name of the company and its location;
the form of the general meeting of shareholders (a meeting or mail
voting);
the date, place and time of the general meeting of shareholders and
in cases when, under item 3 of the present article, completed ballot papers
may be mailed to the company, a postal address to which ballot papers
may be mailed, or in cases when the general meeting of shareholders is
held in the form of postal voting, the deadline for receipt of ballot papers
and a postal address to which completed ballot papers are to be sent;
the wording of decisions on each issue (the name of each nominee)
on which voting is done using a given ballot paper;
voting options for each agenda item expressed with the words "for",
"against" or "abstain";
an indication that the ballot paper must be signed by the shareholder.
In the event of cumulative voting the ballot paper shall contain an
indication to this effect and an explanation of the meaning of cumulative
voting.
Article 61. Counting Votes in Ballot Voting
In the event of voting carried out by ballots, the votes shall only be
counted with regard to those matters for which the voter has given one of
the possible votes. Ballots for voting which are filled out in a violation of the
aforesaid requirement shall be deemed invalid and the votes shall not be
counted with regard to the matters contained therein.
If a ballot for voting contains several matters issued on the ballot,
then the failure to comply with the aforesaid requirement with respect to
one or several matters shall not invalidate any correctly formulated votes
on other matters.
Article 62. Minutes and Report on the Results of Voting
1. The counting commission shall draw up minutes with regard to the
results of voting, signed by the members of the counting commission or by
the person fulfilling the functions thereof. The minutes of voting results shall
be compiled within 15 days after the closing of the general meeting of
shareholders or the deadline for receipt of ballot papers where the general
meeting of shareholders is held by postal voting.
2. After drawing up the minutes concerning the results of the voting
and signing the minutes of the general meeting of shareholders, the ballots
for voting shall be sealed by the counting commission and handed over to
the company archives for storage.
3. The minutes concerning the results of the voting shall be subject to
being attached to the minutes of the general meeting of shareholders.
4. The decisions adopted by a general meeting of shareholders and
also the results of voting shall be announced at the general meeting of
shareholders during which the voting was held or made available within ten
days after the execution of minutes on the results of voting in the form of a
report on the results of voting for the purpose of informing the persons
included in the list of persons entitled to attend the general meeting of
shareholders, in the manner envisaged for a notice of a forthcoming
general meeting of shareholders.
Article 63. Minutes of a General Meeting of Shareholders
1. The minutes of a general meeting of shareholders shall be drawn
up not later than 15 days after the closing of the general meeting of
shareholders, in two copies. Both copies shall be signed by the person
presiding at the general meeting of shareholders and by the secretary of
the general meeting of shareholders.
2. There shall be specified in the minutes of a general meeting of
shareholders:
the place and time of holding the general meeting of shareholders;
the total quantity of votes which the holders of voting stock of the
company possess;
the quantity of votes which the shareholders taking part in the
meeting possessed;
the chairman (or presidium) and secretary of the meeting and the
agenda of the meeting.
The basic points of the speeches, the matters put up for voting, the
results of the voting with regard to them, and the decisions adopted by the
meeting must be contained in the minutes of the general meeting of
shareholders of the company.
Chapter VIII. Board of Directors (or Supervisory Board) of a Company
and Executive Body of a Company
Article 64. Board of Directors (or Supervisory Board) of a Company
1. The board of directors (or supervisory board) shall exercise
general direction over the activity of the company, except for the deciding
of matters relegated by this Federal Law to the authority of the general
meeting of shareholders.
In a company with less than fifty holders of voting stock, the charter
of the company may provide that the functions of the board of directors of
the company (or supervisory board) shall be carried out by the general
meeting of shareholders. In such event, the charter of the company must
contain an instruction concerning the specified person or body of the
company to whose authority the decision of the issue of conducting a
general meeting of shareholders and the approval of its agenda is
relegated.
2. By decision of the general meeting of shareholders, the members
of the board of directors (or supervisory board) of the company may in the
period during which they perform their duties be paid remuneration and/or
their expenses connected with their performance of the functions of
members of the board of directors (or supervisory board) may be
compensated. The amounts of such remuneration and contributory
compensation shall be established by decision of the general meeting of
shareholders.
Article 65. The Scope of Responsibility of the Board of Directors
(Supervisory Board) of a Company
1. The scope of responsibility of the board of directors (supervisory
board) of a company shall include the resolution of issues of the general
running of the company, except for issues deemed under the present
Federal Law to be within the scope of responsibility of the general meeting
of shareholders.
The following matters shall be within the scope of responsibility of the
board of directors (supervisory board) of a company:
1) setting out priority guidelines of the company's development;
2) convening annual and extraordinary general meetings of
shareholders, except for the cases specified in Item 8 Article 55 of the
present Federal Law;
3) endorsing the agenda of a general meeting of shareholders;
4) setting a date for the compilation of the list of persons entitled to
attend a general meeting of shareholders and other matters deemed to be
the responsibility of the board of directors (supervisory board) of a
company under the provisions of Chapter VII of the present Federal Law
and connected with the preparation and holding of a general meeting of
shareholders;
5) increasing the authorised capital of the company by means of the
company floating additional shares within the maximum limits of the
quantity and categories (types) of announced shares if this is within its
scope of responsibility under the present Federal Law;
6) the floating of bonds and other issue securities by the company in
the cases specified by the present Federal Law;
7) assessing the price (valuation in terms of money) of assets, the
floatation price and the buy-out price of issue securities in the cases
specified in the present Federal Law;
8) acquiring shares, bonds and other securities floated by the
company, in the cases specified by the present Federal Law;
9) forming an additional body of the company and terminating before
the due date its powers if this is deemed within the scope of its powers
under the charter of the company;
10) issuing recommendations as to the amount of remuneration and
compensation payable to members of the in-house audit commission of the
company and setting the rate of fee payable for the services of an auditor;
11) issuing recommendations as to the rate of dividend on shares
and the procedure for the disbursement thereof;
12) using the company's reserve fund and other funds;
13) endorsing in-house documents of the company, except for inhouse documents which under the present Federal Law must be endorsed
by the general meeting of shareholders and also other in-house documents
of the company which under the charter of the company must be endorsed
by the executive bodies of the company;
14) forming branches and opening representative offices of the
company;
15) approving large-scale deals in the cases specified in Chapter X of
the present Federal Law;
16) approving the deals stipulated by Chapter XI of the present
Federal Law;
17) endorsing the registrar of the company and the terms of
agreement with the registrar and also rescinding this agreement;
17.1) rendering decision on the company's participation and on
termination of the company's participation in other organisations (except for
the organisations stated in Subitem 18 of Item 1 of Article 48 of this Federal
Law), if under the company's charter it does pertain to the scope of
authority of the company's executive bodies;
18) other matters envisaged by the present Federal Law and the
charter of the company.
2. Matters within the scope of responsibility of the board of directors
(supervisory board) of a company shall not be assigned to the executive
body of the company to be resolved by it.
Article 66. Election of the Board of Directors (or Supervisory Board)
1. The members of the board of directors (supervisory board) of a
company shall be elected by a general meeting of shareholders in the
manner envisaged by the present Federal Law and the charter of the
company, for a term ending at the time of the next annual general meeting
of shareholders. If the general meeting of shareholders was not held when
due according to Item 1 Article 47 of the present Federal Law the powers of
the board of directors (supervisory board) shall be terminated, except the
power to prepare, convene and hold the annual general meeting of
shareholders.
Persons elected to the board of directors (or supervisory board) of a
company may be re-elected an unlimited number of times.
By decision of a general meeting of shareholders the powers of all
members of the board of directors (supervisory board) of the company may
be terminated ahead of time.
Members of the board of directors (or supervisory board) of a
company to be established by way of re-organisation shall be elected
subject to the specifics provided for by Chapter II of this Federal Law.
2. Only a natural person may be a member of the board of directors
(supervisory board) of a company. A member of the board of directors
(supervisory board) of a company shall not be a shareholder of the
company.
The members of a collective executive body of the company shall not
make up more than one quarter of the members of the board of directors
(supervisory board) of the company. A person exercising the functions of a
sole executive body shall not be at the same time chairman of the board of
directors (supervisory board) of the company.
3. The quantitative composition of the board of directors (supervisory
board) of the company shall be determined by the statute of the company
or by decision of a general meeting of shareholders but may not be less
than five members.
For a company with more than one thousand holders of voting stock,
the quantitative composition of the board of directors (or supervisory board)
of the company may not be less than seven members, and for a company
with more than ten thousand holders of common and other voting stock, not
less than nine members.
4. The election of the members of the board of directors (supervisory
board) shall be carried out by cumulative voting.
In cumulative voting the number of votes belonging to each
shareholder shall be increased by the number of persons who must be
elected to the board of directors (supervisory board) of the company and
the shareholder shall be entitled to cast the votes thus received for one
candidate or to distribute them among two or more candidates.
The candidates who receive the largest number of votes shall be
elected to the board of directors (or supervisory board) of the company.
Article 67. Chairman of the Board of Directors (or Supervisory Board)
1. The chairman of the board of directors (or supervisory board) shall
be elected by the members of the board of directors (or supervisory board)
from among their number by a majority vote of the total number of
members of the board of directors (or supervisory board) of the company,
unless otherwise provided by the charter of the company.
The board of directors (or supervisory board) of a company shall
have the right at any time to re-elect its chairman by a majority of vote of
the total number of members of the board of directors (or supervisory
board), unless otherwise provided by the charter of the company.
2. The chairman of the board of directors (or supervisory board) shall
organize its work, convene meetings of the board and preside at them,
organize the keeping of the minutes at meetings, and preside at the
general meeting of shareholders, unless provided otherwise by the charter
of the company.
3. In the event of the absence of the chairman of the board of
directors (or supervisory board), his functions shall be carried out by one of
the other members of the board by decision of the board.
Article 68. Meeting of the Board of Directors (or Supervisory Board)
1. A meeting of the board of directors (or supervisory board) shall be
convened by the chairman of the board (or supervisory board) at his own
initiative, or at the demand of a member of the board, or of the audit
commission (or internal auditor) or the auditor executive body, or other
persons, as determined by the charter of the company. The procedure for
the convocation and conducting of meetings of the board shall be
determined by the charter of the company or an internal document of the
company.
The charter or an in-house document of a company may have a
clause whereby a written opinion on agenda items of a member of the
board of directors (supervisory board) of the company is taken into account
when quorum and results of voting are calculated if such a member is
absent at a meeting of the board of directors (supervisory board) of the
company, and also whereby decisions may be adopted by the board of
directors (supervisory board) of the company by postal voting.
2. A quorum for conducting a meeting of the board shall be
determined by the charter of the company, but must not be less than half of
the number of elected members of the board of directors (or supervisory
board). When the number of members of the board is less than the quantity
making up said quorum the board of directors (supervisory board) of the
company shall adopt a decision to convene an extraordinary general
meeting of shareholders in order to elect the new members to the board.
The remaining members of the board shall have the right to adopt a
decision only concerning the convocation of such an extraordinary general
meeting of shareholders.
3. Decisions shall be adopted at a meeting of the board of directors
(or supervisory board) of the company by a majority vote of the members of
the board of directors (supervisory board) of the company attending the
meeting, unless provided otherwise by this Federal Law, the charter of the
company, or an internal document thereof determining the procedure for
the convocation and conducting of meetings of the board of directors (or
supervisory board). When deciding matters at a meeting of the board, each
member of the board of shall have one vote.
A member of the board of directors (supervisory board) of a company
is prohibited to transfer his/her vote to another person, in particular, another
member of the board of directors (supervisory board) of the company.
The right of a casting vote of the chairman of the board of directors
(or supervisory board) of the company in the event of the adoption by the
board of directors (or supervisory board) of the company of decisions by a
tie vote of members of the board of directors (or supervisory board) of the
company may be provided for by the charter of the company.
4. Minutes shall be kept at all meetings of the board of directors (or
supervisory board).
The minutes of a meeting of the board shall be drawn up not later
than three days after the conducting thereof.
There shall be specified in the minutes:
the place and time of holding it;
the persons present at the meeting;
the agenda of the meeting;
the matters put up for voting and the results of the voting with regard
to them;
the decisions adopted.
The minutes of a meeting of the board of directors (or supervisory
board) shall be signed by the person presiding at the meeting, who shall
bear responsibility for the correctness of the drawing up of the minutes.
5. A member of the board of directors (supervisory council) of a
company who has not taken part in voting or voted against a decision
adopted by the board of directors (supervisory council) of the company in
violation of the procedure established by this Federal Law, by other legal
acts of the Russian Federation, or the charter of the company may appeal
such decision to the court if such decision has violated his rights and
legitimate interests. Such application may be filed to the court during one
month from the day when the member of the board of directors
(supervisory council) learned or had to learn about the adopted decision.
Article 69. Executive Body of a Company. One-person Executive Body of a
Company (Director, General Director)
1. The everyday running of the company shall be the responsibility of
a sole executive body (director, director general) or a sole executive body
of the company (director, director general) and a collective executive body
(management board, directorate) of the company. The executive bodies
shall report to the board of directors (supervisory board) of the company
and the general meeting of shareholders.
The authority of a collective body must be determined by the charter
of a company, providing for the existence simultaneously of a one-person
and a collegial executive body. In such event, the person effectuating the
functions of the one-person executive body of the company (director,
general director) shall also exercise the functions of chairman of the
collegial executive body of the company (management board, directorate).
By the decision of a general meeting of shareholders the powers of
the sole executive body of the company may be transferred under a
contract to a commercial organisation (management organisation) or an
individual entrepreneur (manager). A decision whereby the powers of a
sole executive body of a company are transferred to a management
organisation or a manager shall be adopted by the general meeting of
shareholders only at the proposal of the board of directors (supervisory
board) of the company.
2. To the authority of the executive body of the company shall be
relegated all matters of the direction of the current activity of the company,
except for matters relegated to the authority of the general meeting of
shareholders or board of directors (or supervisory board).
The executive body of the company shall organize the fulfillment of
the decisions of the general meeting of shareholders and board of directors
(or supervisory board).
A one-person executive body of a company (director, general
director) shall operate in the name of the company without a power of
attorney, and this includes his power to represent its interests, conclude
transactions in the name of the company, confirm personnel hiring, and
issue orders and give instructions binding on all workers of the company.
3. The formation of executive bodies of a company and termination of
their powers before the due date shall be the responsibility of the general
meeting of shareholders, unless the resolution of these matters is within the
scope of responsibility of the board of directors (supervisory board) of the
company.
The rights and duties of the one-person executive body of the
company (director, general director), members of the collegial executive
body of the company (management board, directorate), management
organization, or manager with regard to the exercise of the direction of the
day-to-day activity of the company shall be determined by this Federal Law,
by other laws of the Russian Federation, and by the contract concluded by
each of them with the company. The contract shall be signed in the name
of the company by the chairman of the board of directors (or supervisory
board) or by the person empowered by the board of directors (or
supervisory board).
The operation of legislation of the Russian Federation concerning
labor shall extend to relations between the company and the one-person
executive body of the company (director, general director) and/or members
of the collegial executive body of the company (management board,
directorate), in that part which is not contrary to the provisions of this
Federal Law.
The combining in one person of the functions of a one-person
executive body of the company (director, general director) a member of the
collegial executive body (management board, directorate), or of an office in
the management bodies of other organizations shall be permitted only with
the consent of the board of directors (or supervisory board).
The company whose personal executive body's authority is
transferred to the management organisation or the manager, shall acquire
the rights and assume the civil duties through the management
organisation or the manager in compliance with Paragraph One of Item 1 of
Article 53 of the Civil Code of the Russian Federation.
4. If the formation of executive bodies is not within the scope of
responsibility of the board of directors (supervisory board) of the company
under the charter of the company the general meeting of shareholders shall
be entitled at any time to adopt a decision to terminate before due time the
powers of the sole executive body of the company (director, director
general), the members of the collective executive body (management
board, directorate) of the company. The general meeting of shareholders
shall be entitled at any time to adopt a decision to terminate before the due
date the powers of the management organisation or manager.
If, under the charter of the company, the formation of executive
bodies is within the scope of responsibility of the board of directors
(supervisory board) of the company it shall be at any time entitled to adopt
a decision to terminate before due date the powers of the sole executive
body of the company (director, director general), members of the collective
executive body (management board, directorate) and to form new
executive bodies.
In case when the formation of executive bodies is the responsibility of
the general meeting of shareholders the charter of the company may
envisage a right of the board of directors (supervisory board) of the
company to adopt a decision to suspend the powers of the sole executive
body of the company (director, director general). The charter of the
company may envisage a right of the board of directors (supervisory board)
of the company to adopt a decision to suspend the powers of the
management organisation or manager. Simultaneously with these
decisions, the board of directors (supervisory board) of the company shall
adopt a decision to set up an interim sole executive body of the company
(director, director general) and convene an extraordinary general meeting
of shareholders for the purpose of taking a decision on the termination
before the due date of the powers of the sole executive body of the
company (director, director general) or of the management organisation
(manager) and the formation of a new sole executive body (director,
director general) or on the transfer of the powers of the sole executive body
of the company (director, director general) to a management organisation
or a manager.
Where the formation of executive bodies is the responsibility of the
general meeting of shareholders and the sole executive body of the
company (director, director general) cannot execute their duties the board
of directors (supervisory board) of the company shall be entitled to adopt a
decision to set up an interim sole executive body of the company (director,
director general) and convene an extraordinary general meeting of
shareholders for the purpose of making a decision as to the termination
before the due date of the powers of the sole executive body of the
company (director, director general) or the management organisation
(manager) and the formation of a new executive body of the company or
the transfer of the powers of the sole executive body of the company to a
management organisation or a manager.
All the decisions mentioned in Paragraphs 3 and 4 of the present
item shall be adopted by a majority of three quarters of the votes of
members of the board of directors (supervisory board) of a company, with
the votes of former members of the board of directors (supervisory board)
of the company not being taken into account.
The interim executive bodies of a company shall be responsible for
everyday running of the company within the scope of responsibility of the
company's executive bodies, unless the scope of responsibility of interim
executive bodies of the company is restricted by the charter of the
company.
Article 70. Collegial Executive Body of a Company (Management Board,
Directorate)
1. The collegial executive body of a company (management board,
directorate) shall operate on the basis of the charter of the company, and
also based on internal documents of the company (statute, rules of
procedure, or other documents), approved by the general meeting of
shareholders in which the periods and procedure for the convocation and
conducting of its meetings, as well as the procedure for the adoption of
decisions, are established.
2. The quorum of a meeting of the collective executive body of a
company (board, directorate) shall be determined by the charter of the
company or an in-house document of the company and this quorum shall to
at least half of the elected members of the collective executive body
(management board, directorate) of the company. If the number of
members of the collective executive body (management board, directorate)
of the company becomes less than the said quorum the board of directors
(supervisory board) of the company shall adopt a decision to form an
interim collective executive body (management board, directorate) of the
company and convene an extraordinary general meeting of shareholders
for the purpose of electing a collective executive body (management board,
directorate) of the company, or if under the charter of the company it is
within the scope of its responsibility, to form a collective executive body
(management board, directorate) of the company.
Minutes shall be produced at a meeting of the collective executive
body (management board, directory) of a company. The minutes of a
meeting of the collective executive body (management board, directorate)
of a company shall be presented to the members of the board of directors
(supervisory board) of the company, the in-house audit commission of the
company and an auditor of the company at their request.
Meetings of the collective executive body (management board,
directorate) of a company shall be convened by the person performing the
functions of a sole executive body of the company (director, director
general) who signs all documents in the name of the company and the
minutes of meetings of the collective executive body (management board,
directorate) of the company, acts without a power of attorney in the name
of the company under the decisions of the collective executive body
(management board, directorate) of the company made within the scope of
its responsibility.
A member of the collective executive body (management board,
directorate) of a company is prohibited to transfer his/her voting right to
another person, in particular, another member of this body.
Article 71. Responsibility of Members of a Board of Directors (or
Supervisory Board), One-person Executive Body (Director, General
Director) and/or Members of a Collegial Executive Body Management
Board, Directorate), Management Organization, or Manager
1. The members of the board of directors (or supervisory board), oneperson executive body (director, general director), an interim sole executive
body, members of the collegial executive body (management board,
directorate), and likewise the management organization or manager must,
when exercising their rights and performing duties, operate in the interests
of the company and exercise their rights and perform duties with respect to
the company reasonably and in good faith.
2. Members of the board of directors (or supervisory board), oneperson executive body (director, general director), an interim one-person
executive body, members of the collegial executive body (management
board, directorate) and likewise the management organisation or manager
shall bear responsibility to the company for losses caused to the company
due to their at-fault actions (or failure to act), unless other grounds for
responsibility have been established by federal laws.
Members of the board of directors (or supervisory board), one-person
executive body (director, general director), an interim one-person executive
body, members of the collegial executive body (management board,
directorate) and likewise the management organisation or manager shall
bear responsibility to the company or its shareholders for losses caused to
the company due to their at-fault actions (or failure to act), violating the
procedure for acquisition of shares of an open joint-stock company
provided for by Chapter XI.1 of this Federal Law.
The members of the board of directors (or supervisory board) and of
the collegial executive body (management board, directorate) of a company
who voted against decisions that entailed losses to the company or who did
not take part in the voting shall not bear responsibility.
3. When determining the grounds and extent of responsibility of
members of the board of directors (or supervisory board), of the oneperson executive body (director, general director) and/or members of the
collegial executive body (management board, directorate), and likewise of
the management organization or manager, the ordinary course of business
and other circumstances bearing on the matter must be taken into account.
4. If, in accordance with the provisions of this Article, several persons
be liable, their liability to the company and in the instance, provided for by
Paragraph Two of Item 2 of this Article, to a shareholder shall be joint and
several.
5. A company or shareholder(s) possessing in aggregate no less than
1 per cent of placed common stock of the company shall have the right to
apply to a court with a suit against a member of the board of directors (or
supervisory board), one-person executive body (director, general director),
interim one-person executive body (director, director general), member of
collegial executive body (management board, directorate) and likewise the
management organisation or manager concerning compensation of losses
caused to the company in the event noted in Paragraph One of Item 2 of
this Article.
A company or shareholder shall have the right to apply to a court with
a suit against a member of the board of directors (or supervisory board),
one-person executive body (director, general director), interim one-person
executive body (director, director general), member of collegial executive
body (management board, directorate) and likewise the management
organisation or manager concerning compensation of losses caused
thereto in the event noted in Paragraph One of Item 2 of this Article.
6. Representatives of the state or a municipal entity in the board of
directors (supervisory board) of an open company shall be answerable
under the present article along with the other members of the board of
directors (supervisory board) of an open company.
Chapter IX. Acquisition and Purchase by a Company of Issued Stock
Article 72. Acquisition by a Company of Issued Stock
1. A company shall have the right to acquire stock issued by it by a
decision of the general meeting of shareholders concerning the decrease of
charter capital of the company by means of the acquisition of part of the
issued stock, for the purpose of reducing the total quantity thereof, if this
has been provided for by the charter of the company.
The company shall have no right to adopt a decision concerning the
decrease of charter capital of the company by means of the acquisition of
part of the issued stock for the purpose of reducing the total quantity
thereof if the par value of the stock remaining in circulation becomes lower
than the minimum charter capital provided for by this Federal Law.
2. The company, if there is a provision to this effect in its charter,
shall be entitled to acquire shares it has floated, by the decision of a
general meeting of shareholders or decision of the board of directors
(supervisory board) of the company if under the charter of the company the
board of directors (supervisory board) of the company has a right to make
such a decision.
The company shall not have the right to adopt a decision concerning
the acquisition by the company of stock if the par value of the stock of the
company in circulation comprises less than 90 percent of the charter capital
of the company.
3. Stock shares acquired by the company on the basis of a decision
adopted by the general meeting of shareholders concerning a decrease in
the charter capital of the company by means of acquisition of stock for the
purpose of reducing the total quantity thereof shall be canceled when they
are acquired.
Shares acquired by the company under Item 2 of the present article
shall not confer a voting right, they shall not be taken into account in
counting votes and no dividend shall be accrued thereon. Such shares
shall be sold at the price not lower than their market value within one year
after the date of their acquisition. Otherwise the general meeting of
shareholders shall adopt a decision to reduce the authorised capital of the
company by redeeming these shares.
4. The categories (or types) of stock to be acquired, the quantity of
stock to be acquired by the company of each category (or type), the price
of acquisition, the form and period for paying up, and also the period during
which the acquisition of stock shall be carried out must be determined by
the decision on the acquisition of stock.
Unless otherwise provided for by the charter of the company, the
paying up of stock in the event of its acquisition shall be carried out in cash.
The period during which the acquisition of stock is carried out may not be
less than 30 days. The price of acquisition by the company of stock shall be
determined in accordance with Article 77 of this Federal Law.
Each holder of stock of specified categories (or types), the decision
concerning the acquisition of which is adopted, shall have the right to sell
such stock, and the company shall be obliged to purchase it. If the total
quantity of stock with respect to which applications have been received
concerning their acquisition exceeds the quantity of stock which may be
acquired by the company, taking into account the limitations established by
this Article, then the stock shall be acquired from the shareholders in
proportion to their stated demands.
5. Not later than 30 days before the commencement of the period
during which the acquisition of stock is carried out, the company shall be
obliged to inform the holders of stock of the specified categories (or types).
The notice must contain the information specified in paragraph one of
Clause 4 of this Article.
Article 73. Limitations on Acquisition of Issued Stock by a Company
1. A company shall not have the right to acquire common stock
issued by it:
until payment up in full of the entire charter capital of the company;
if at the time of their acquisition the company indicia of insolvency (or
bankruptcy) in accordance with the laws of the Russian Federation on the
insolvency (or bankruptcy) of enterprises, or if said indicia appear as a
result of the acquisition of such stock;
if as of its acquisition the value of the net assets of the company is
less than its charter capital, reserve fund, and excess of the liquidation
value of the issued preferred stock over the par value determined by the
charter, or becomes less than the amount thereof as a result of the
acquisition of the stock.
2. A company shall not have the right to exercise the acquisition of
preferred stock of a specified type issued by it:
until payment up in full of the entire charter capital of the company;
if at the time of their acquisition the company bears indicia of
insolvency (or bankruptcy) in accordance with the laws of the Russian
Federation on the insolvency (or bankruptcy) of enterprises, or if said
indicia appear as a result of the acquisition of such stock;
if at the time of their acquisition the value of the net assets of the
company is less than its charter capital, reserve fund, and excess of the
liquidation value of the issued preferred stock over the par value
determined by the charter, the holders of which possess a preference in
priority of payment of the liquidation value over the holders of types of
preferred stock subject to acquisition, or if it becomes less than this amount
as a result of the acquisition of the stock.
3. A company shall not have the right to acquire issued stock before
the purchase of all stock, the demands concerning the purchase of which
have been submitted in accordance with Article 76 of this Federal Law.
Article 74. Consolidation and Splitting of Stock
1. By decision of the general meeting of shareholders, a company
shall have the right to consolidate issued stock, as a result of which two or
more stock shares of the company shall be converted into one new stock
share of the same category (or type). In such a case, respective changes
relative to the par value and quantity of the the company's floated and
announced shares of a relevant category (type) shall be made in the
charter of the company.
2. By decision of the general meeting of shareholders, a company
shall have the right to carry out the splitting of issued stock of the company,
as a result of which one stock share of the company is converted into two
or more stock shares of the same category (or type). In such a case,
respective changes regarding to the par value and quantity of the the
company's floated and announced shares of a relevant category (type)
shall be made in the charter of the company.
Article 75. Purchase of Stock by a Company at the Demand of
Shareholders
1. Holders of voting stock shall have the right to demand the
purchase by the company of all or part of the stock owned by them in
instances of:
reorganization of the company or the conclusion of a large-scale
transaction, the decision concerning the endorsement of which is adopted
by the general meeting of shareholders in accordance with Clause 3 of
Article 79 of this Federal Law, if they voted against the adoption of the
decision concerning its reorganization or the endorsement of the said
transaction, or if they did not take part in the voting on such matters;
amendments and addenda to the charter of the company or approval
of a restated version of the charter of the company which limit their rights, if
they voted against the adoption of the respective decision or did not take
part in the voting.
2. The list of shareholders who have the right to demand the
purchase by the company of stock owned by them shall be drawn up on the
basis of data from the shareholders register on the day of drawing up the
list of persons who have the right to participate in the general meeting of
shareholders, the agenda for which includes the matters, the voting with
regard to which in accordance with this Federal Law may give rise to right
to demand the purchase of the stock.
3. The buy-out of shares shall be effected by the company at a price
determined by the board of directors (supervisory board) of the company
but not below the market price which is to be assessed by an independent
appraiser with no account taken of its variation resulting from the actions of
the company which caused the occurrence of a right to claim share
valuation and buy-out.
Article 76. Procedure for Exercise by Shareholders of the Right to Demand
Purchase by a Company of Stock Owned by Them
1. A company shall be obliged to give notice to shareholders about
the existence of their right to demand the purchase by the company of
stock owned by them, the price, and the procedure for the exercise of the
purchase.
2. The notice to the shareholders concerning the holding of a general
meeting of shareholders, the agenda of which includes the matters, voting
with regard to which may in accordance with this Federal Law give rise to
the right to demand the purchase by the company of stock, must contain
the information specified in Clause 1 of this Article.
3. A stockholder's demand in writing for redemption of the stocks
owned by him shall be sent to the company, indicating the stockholder's
place of residence (location) and the number of stocks whose redemption
he demands. The signature of the stockholder being a natural person, as
well as of his representative, on the stockholder's demand for redeeming
the stocks owned by him and on the withdrawal of the said demand must
be attested and certified by a notary public or by the holder of the register
of the company's stockholders.
The demands of shareholders concerning the purchase by the
company of stock owned by them must be submitted to the company not
later than 45 days from the date of the adoption of the respective decision
by the general meeting of shareholders.
As of the time of receiving by a company a stockholder's demand for
redeeming the stocks owned by him up and pending the time of making an
entry to the register of the company's stockholders on the transfer of
ownership of the stocks to be redeemed to the company or pending the
stockholder's withdrawal of his demand for redeeming these stocks, the
stockholder shall not be entitled to make transactions with third persons
connected with alienation or charging of these stocks, and the holder of the
said register shall make the appropriate entry to the register of the
company's stockholders. A stockholder's withdrawal of his demand for
redeeming the stocks owned by him must come to the company within the
time period provided for by Paragraph Two of this Item.
4. Upon the expiry of the time period specified by Paragraph Two of
Item 3 of this Article the company shall be obliged within 30 days to redeem
stocks from the stockholders that have submitted demands for their
redemption.
The company's board of directors (or supervisory board) at the latest
in 50 days as of the date of adopting the appropriate decision by a general
meting of shareholders shall endorse a report on the results of
stockholders' submitting demands for redeeming the stocks owned by
them.
The holder of the register of the company's stockholders shall make
an entry to this register on the transfer of ownership of the stocks to be
redeemed to the company on the basis of a report on the results of
submitting by a stockholder or stockholders demands for redeeming the
stocks owned by them, endorsed by the company's board of directors (or
supervisory board) and on the basis of demands of a stockholder or
stockholders for redeeming the stocks owned by them, as well as of the
documents proving the discharge by the company of its duty to pay
monetary funds to the stockholder or stockholders who have submitted
demands for redeeming the stocks owned by them.
5. The purchase of stock by the company shall be carried out at the
price specified in the communication concerning the conducting of the
general meeting, the agenda of which shall include the matters, voting with
regard to which may in accordance with this Federal Law give rise to the
right to demand the purchase of stock by the company. The total amount of
assets directed by the company towards the purchase of the stock may not
exceed 10 percent of the value of the net assets of the company on the
date of the adoption of the decision which gives rise to the right of the
shareholders to demand the purchase by the company of the stock owned
by them. If the total quantity of stock with respect to which demands have
been stated concerning purchase exceed the quantity of stock which may
be purchased by the company taking into account the above-established
limitations, then the stock shall be purchased from the shareholders in
proportion to the stated demands.
6. The stocks redeemed by the company shall be at the disposal
thereof. The said stocks shall not grant the right of vote, shall not be
counted when voting and dividends shall not be charged on them. The said
stocks must be sold at a price not lower than the market one at the latest in
one year as of the date of the transfer of ownership of the stocks to be
redeemed to the company, otherwise a general meeting of stockholders
must render a decision on decrease of the company's authorised capital by
way of paying off the said stocks.
Article 77. Determination of the Price (Valuation in Monetary Terms) of
Property
1. Where under the present Federal Law the price (valuation in terms
of money) of assets and also the floatation price or buy-out price of issue
securities of a company are determined by a decision of the board of
directors (supervisory board) of the company they shall be set on the basis
of their market value.
If the person interested in accomplishing one or several deals in
which the price (valuation in terms of money) of an asset is determined by
the board of directors (supervisory board) of a company is a member of the
board of directors (supervisory board) of the company the price (valuation
in terms of money) of the asset shall be determined by a decision of the
members of the board of directors (supervisory board) of the company who
are not interested in the accomplishment of the deal. In a company with
1,000 and more shareholders the price (valuation in terms of money) of an
asset shall be determined by independent directors who are not interested
in the accomplishment of the deal.
Where the number of uninterested directors is less that the quorum
established by the charter for holding a sitting of the board of directors (or
supervisory board) and (or) where all members of the board of directors (or
supervisory board) are not independent directors, the price (valuation in
monetary terms) of property may be determined by the decision of a
general meeting of shareholders adopted in the procedure provided for by
Item 4 of Article 83 of this Federal Law.
2. An independent appraiser may be invited to assess the market
value of an asset.
The invitation of an independent appraiser for determining the market
value shall be compulsory for determining the price for which shares are
bought out by the company, from shareholders who own them, under
Article 76 of the present Federal Law and also in the other cases if it is
directly stipulated by the present Federal Law.
Where the floatation price of securities is being determined, for which
the purchasing or demand price and supply price are published in the press
on a regular basis, there is no compulsory requirement for an independent
appraiser to be invited, and for the purpose of assessing the market value
of such securities this purchasing price or demand price and supply price
thereof shall be taken into account.
3. Where from 2 to 50 per cent inclusive of a company's voting stocks
are owned by the State and (or) a municipal formation and the price
(valuation in monetary terms) of property, price of floating the company's
emissive securities, price of repurchase of the company's stocks
(hereinafter referred to as of the price of units) are determined in
compliance with this Article by the company's board of directors (or
supervisory board), it shall be obligatory to notify the federal executive body
authorised by the Government of the Russian Federation (hereinafter
referred to as the authorised body) of the decision on determination of the
price of units rendered by the company's board of directors (or supervisory
board).
The following shall be submitted to the authorised body within the
time period of three working days at most as of the date of rendering by the
board of directors (or supervisory board) a decision on determination of the
price of units:
a copy of the decision of the company's board of directors (or
supervisory board) on determination of the price of units;
a copy of the appraiser's report on evaluation, if his attraction for
evaluation of the price of units is obligatory under this Federal Law and in
other cases, where an appraiser has been attracted for determining the
price of units;
other documents (copies of the documents) containing information on
determination of the price of units prepared by the company, its
stockholders or the company's contractor, if under this Federal Law an
appraiser's attraction is not obligatory and an appraiser has not been
attracted for determining the price of units.
The authorized body within the time period of 20 days at most as of
the date of receiving the said documents shall be entitled to send to the
company its reasoned opinion.
The authorised body shall consider the submitted documents and
shall verify them as to the compliance:
of the evaluation report prepared by the appraiser with the evaluation
standards and the legislation on evaluation activity;
of the decision of the company's board of directors (or supervisory
board) on determination of the price of units with the existing market price
of similar units, if under this Federal Law an appraiser's attraction is not
obligatory.
A reasoned opinion of the authorised body shall be sent:
to the company in the event of rendering by the authorised body the
decision on non-compliance of the price of the units determined by the
company's board of directors (or supervisory board) in conformity to this
Article without attracting an appraiser, with the existing market price of
similar units. In the event of receiving such opinion, the company's board of
directors (or supervisory board) shall render a decision on the refusal to
make a transaction or shall render a decision on determination of the price
of the units with the obligatory attraction of an appraiser and observance of
the procedure established by this Article;
to the self-regulated organisation of appraisers of which the appraiser
who has effected the evaluation, is a member, in the event of rendering by
the authorised body a decision on non-compliance of the evaluation report
prepared by the appraiser with the evaluation standards and the legislation
on evaluation activity, for an expert examination of the appropriate
evaluation report by the self-regulated organisation.
An opinion of the authorised body may be appealed against judicially
on the basis of a company's claim.
In the event of sending a reasoned opinion to a self-regulated
organisation of appraisers, the authorised body shall issue an order to
suspend execution of the decision of the board of directors (or supervisory
board) on determination of the price of units for the time period of
conducting an expert examination of the appropriate evaluation report and
shall concurrently send to the company a notification in respect of
addressing the self-regulated organization of appraisers for conducting
such expert examination attaching thereto the said order and a copy of the
reasoned opinion sent. The self-regulated organisation shall conduct such
expert examination and on the basis of it shall send its opinion to the
authorised body and the company within the time period of 20 days at most
as of the date of receiving the reasoned opinion. If the self-regulated
organisation of appraisers sends a negative opinion based on the results of
the expert examination, the price of units determined by the company's
board of directors (or supervisory board) in compliance with this Article
shall be declared incorrect.
The authorised body shall be entitled to dispute the results of an
expert examination in a judicial procedure.
If the authorised body has not sent to the company an opinion within
the time period established by this Article, the price of units shall be
declared correct and recommended for making a transaction.
The transaction made by a company in contravention of the
procedure established by this Article or whose price is incorrect under this
Article, can be declared invalid on the basis of a claim of the authorised
body within six months as of the date when the authorised body learned or
should have learned of making the transaction.
A court shall be entitled, subject to all the circumstances of the case,
to deny declaring the transaction invalid, if the company can prove that the
violations made are not major and the transaction has not entailed the
infliction of damage to society, State and (or) a municipal formation.
Chapter X. Large-Scale Transactions
Article 78. Major Deals
1. A "major deal" means a deal (in particular, a loan, credit, charge,
surety) or several interconnected deals, relating to the acquisition,
alienation or possibility of alienation of assets by a company directly or
indirectly, with the value of the assets being 25 per cent or more of the
balance sheet value of the company's assets appraised according to its
financial statements as of the last accounting date, except for deals
accomplished in the course of the ordinary economic activity of the
company, deals relating to the floatation by subscription (sale) of the
company's ordinary shares and deals relating to the floatation of issue
securities converted into ordinary shares of the company. The charter of
the company may also establish other cases when the major deal approval
procedure as envisaged by the present Federal Law extends to deals
accomplished by the company.
In the event of alienation or the possibility of alienation of assets
comparison shall be made between the balance sheet value of the
company's assets and the value of such former assets determined
according to accounting data and in the event of acquisition of assets, the
purchase price thereof.
2. For the purpose of the board of directors (supervisory board) of a
company and the general meeting of shareholders adopting a decision to
approve a major deal the price of the assets (services) being alienated or
acquired shall be determined by the board of directors (supervisory board)
of the company in keeping with Article 77 of the present Federal Law.
Article 79. Procedure for the Approval of a Major Deal
1. A major deal shall be approved by the board of directors
(supervisory board) of a company or the general meeting of shareholders in
keeping with the present article.
2. A decision to approve a major deal of which the subject matter is
assets worth 25 to 50 per cent of the balance sheet value of the company's
assets shall be adopted by all the members of the board of directors
(supervisory board) of the company unanimously, with the votes of former
members of the board of directors (supervisory board) of the company not
being taken into account.
If a unanimous decision of the board of directors (supervisory board)
of the company has not been reached in respect of the approval of a major
deal the matter of approving the deal may be referred by the board of
directors (supervisory board) of the company to the general meeting of
shareholders for consideration and decision. In such a case the decision to
approve the major deal shall be adopted by the general meeting of
shareholders by a majority vote of the shareholders owning voting shares
and attending the general meeting of shareholders.
3. The decision to approve a major deal of which the subject matter is
assets worth over 50 per cent of the balance sheet value of the company's
assets shall be adopted by a general meeting of shareholders by a majority
of three quarters of the votes of shareholders owning voting shares and
attending the general meeting of shareholders.
4. The decision whereby a major deal is approved shall comprise an
indication of the person (s) being a party (parties)to the deal, the
beneficiary (beneficiaries), the price, subject matter of the deal and its other
significant terms and conditions.
5. If a major deal is at the same time a deal in which somebody is
interested the procedure for the accomplishment of the deal shall be
subject only to the provisions of Chapter IX of the present Federal Law.
6. A major deal accomplished in breach of the provisions of the
present article may be recognised as null and void on the company's or a
shareholder's complaint.
7. The provisions of the present article shall not apply to companies
composed of one shareholder who at the same time performs the functions
of a sole executive body.
Article 80. Abolished from July 1, 2006.
Chapter XI. Interest in Conclusion of a Transaction by a Company
Article 81. Interested Party Deals
1. Deals (in particular, a loan, credit, charge, surety) in the
accomplishment of which a member of the board of directors (supervisory
board) of a company, a person performing the functions of a sole executive
body of a company, in particular, of the management organisation or
manager, a member of the collective executive body of a company or a
shareholder of a company is interested and has jointly with its affiliated
person 20 or more per cent of the voting shares of the company as well as
a person entitled to issue directions binding thereon, shall be accomplished
by the company in compliance with the provisions of the present chapter.
The said persons shall be deemed interested in the accomplishment
of a deal by the company in cases when they themselves, the spouses,
parents, children, siblings and half brothers and sisters, step-parents and
step-children and/or their affiliated persons:
are a party, beneficiary, mediator or representative in the deal;
own (each on his/her own or in their aggregate) 20 and more per cent
of the shares (stake, interest) of a legal entity being a party, beneficiary,
mediator or representative in the deal;
hold positions in the managerial bodies of a legal entity being a party,
beneficiary, mediator or representative in the deal and also positions in the
managerial bodies of the management organisation of such a legal entity;
in the other cases stipulated by the charter of the company.
2. The provisions of the present chapter shall not apply to:
companies composed of one shareholder who at the same time
performs the functions of a sole executive body;
deals in the accomplishment of which all the shareholders of the
company are interested;
in the case of exercise of a priority right of acquisition of shares
floated by the company and serial securities convertible into shares;
in the case of acquisition or buy-out of floated shares by the
company;
in the case of a re-organisation of the company in the form of a
merger (affiliation) of companies;
to transactions whose carrying out is obligatory for the company in
accordance with federal laws and/or other legal acts of the Russian
Federation and the settlements on which are made at fixed prices and
tariffs established by the bodies authorised in the field of the state
regulation of prices and tariffs.
Article 82. Information on an Interest in the Conclusion of a Transaction by
a Company
The persons specified in Article 81 of this Federal Law shall be
obliged to bring to the information of the board of directors (or supervisory
board), audit commission (or internal auditor) and the auditor information
concerning:
legal entities in which they possess autonomously or jointly with their
affiliated person(s) 20 percent or more of the voting stock (or participatory
shares, shares);
legal entities in whose management bodies they hold office;
transactions known to them to be concluded or proposed in which
they may be deemed to be interested persons.
Article 83. Procedure for the Approval of an Interested Party Deal
1. An interested party deal shall be approved before its
accomplishment, by the board of directors (supervisory board) of the
company or the by general meeting of shareholders in keeping with the
present article.
2. In a company having 1,000 and less shareholders owning voting
shares the decision to approve an interested party deal shall be adopted by
the board of directors (supervisory board) of the company by a majority of
votes of the directors who are not interested in the accomplishment thereof.
If the number of the directors who are not interested makes up less than
the quorum required by the charter for holding a meeting of the board of
directors (supervisory board) of the company a decision on this matter shall
be adopted by the general meeting of shareholders in compliance with the
procedure set out in Item 4 of the present article.
3. In a company having over 1,000 shareholders owning voting
shares the decision to approve a interested party deal shall be adopted by
the board of directors (supervisory board) of the company by the majority
vote of independent directors not interested in the accomplishment thereof.
If all the members of the board of directors (supervisory board) of the
company are deemed interested persons and/or are not independent
directors the deal may be approved by the general meeting of shareholders
adopted in the manner described in Item 4 of the present article.
An "independent director" means a member of the board of directors
(supervisory board) of a company who in the year preceding the year of the
decision is not and had not been:
a person performing the functions of sole executive body of the
company, in particular, its executive, member of the collective executive
body, a person occupying positions in the managerial bodies of the
management organisation;
a person whose spouse, parents, children, sibling and half brothers
and sisters, step-parents and step-children are persons who occupy
positions in the said managerial bodies of the company, the management
organisation or are managers of the company;
an affiliated person of the company, except for a member of the
board of directors (supervisory board) of the company.
4. The decision to approve an interested party deal shall be adopted
by the general meeting of shareholders by a majority of votes of all the
shareholders not interested in the deal who are owners of voting shares, in
the following cases:
if the subject matter of the deal or several interconnected deals is
assets of which the value according to accounting data (the offer price of
the asset) makes up two and more per cent of the balance sheet value of
the company's assets according to its financial statements as of the last
accounting date, except for the deals specified in Paragraphs 3 and 4 of
the present item;
if the deal or several interconnected deals are a floatation by
subscription or a sale of shares making up over two per cent of ordinary
shares floated earlier by the company and ordinary shares into which can
be converted issue securities floated earlier, such issue securities
convertible into shares;
if the deal or several interconnected deals are a floatation by
subscription of issue securities convertible into shares which can be
converted into ordinary shares making up over two per cent of ordinary
shares floated earlier by the company and ordinary shares that can be
obtained from issue securities floated earlier, such issue securities
convertible into shares.
5. An interested party deal shall not required the approval of general
meeting of shareholders specified in Item 4 of the present article in cases
when the terms of such a deal do not significantly differ from the terms of
similar deals concluded by the company and an interested person in the
course of ordinary business activity of the company that had been pursued
until the time when the interested person was recognised as such. This
exception shall only extend to interested party deals which were
accomplished within the period of time after the time when the interested
person is recognised as such and until the time of the next annual general
meeting of shareholders.
6. The decision to approve of an interested party deal shall include an
indication of the person (s) being parties thereto, beneficiary (beneficiaries),
the price, subject matter of the deal and other significant terms and
conditions thereof.
The general meeting of shareholders may adopt a decision to
approve a deal (deals) between a company and an interested person which
can be concluded in the future in the course of the company's ordinary
economic activity. In such a case the decision of the general meeting of
shareholders shall also specify the maximum amount of the deal (s). Such
a decision shall remain in force until the next annual general meeting of
shareholders.
7. For the purpose of the board of directors (supervisory board) of a
company and the general meeting of shareholders adopting a decision to
approve an deal the price of alienated or acquired assets or services shall
be determined by the board of directors (supervisory board) of the
company under Article 77 of the present Federal Law.
8. Additional provisions governing the procedure for the making of an
interested party deal may be established by the federal executive body in
charge of the securities market.
Article 84. Consequences of Failure to Comply with Requirements for
Transaction, in Conclusion of Which There Is an Interest
1. A transaction in the conclusion of which there is an interest
concluded with a violation of the requirements for a transaction provided for
by the present Federal Law may be deemed to be invalid on a complaint
filed by the company or a shareholder.
2. The interested person shall bear responsibility to the company in
the amount of losses caused by him to the company. If several persons
bear responsibility, their responsibility to the company shall be joint and
several.
Chapter XI.1. Acquisition of More Than 30 Per Cent of Shares of an
Open Company
Article 84.1. Voluntary Offer to Acquire Over 30 Per Cent of Shares of an
Open Company
1. The person intending to acquire more than 30 per cent of the total
number of common stock and preference stock of an open company
entitling one to vote in compliance with Item 5 of Article 32 of this Federal
Law, subject to the stock possessed by this person and by affiliated
persons thereof, shall have the right to send to the open company a public
offer, addressed to the shareholders possessing shares of appropriate
categories (types), to acquire the shares of the public company that they
have in their ownership (hereinafter also referred to as a voluntary offer).
A public offer may likewise contain an offer to owners of issuable
securities convertible into the shares, specified in Paragraph One of this
Item, to acquire such securities that they have in their ownership.
A voluntary offer shall be deemed made to all holders of the
appropriate securities as of the time of its receipt by an open company.
2. The following must be indicated in a voluntary offer:
name or denomination of the person making the voluntary offer and
other data provided for by Item 3 of this Article, as well as information on
his place of residence or location;
name or denomination of shareholders of the open company that are
affiliated persons of the person that has sent the voluntary offer;
number of shares of the open company possessed by the person that
has sent the voluntary offer and by affiliated persons thereof;
kind, category (type) and number of the securities to be acquired;
bid for the securities to be acquired or procedure for determining it. In
the event that in the voluntary offer there is indicated the procedure for
determining the price of the securities being acquired, then there must be
ensured a uniform price of the acquisition of securities of this kind or
category (type) for all their holders;
the period, procedure and form of payment for the securities being
acquired. The voluntary offer must stipulate the payment with money for the
securities being acquired. The voluntary offer may provide the opportunity
for the holder of the securities being acquired, of choosing the form of
payment for the securities being acquired with money or with other
securities;
time period for accepting a voluntary offer (the time period within
which an application for sale of securities must be received by the person
that has sent the voluntary offer) that may not be less than 70 days and
more that 90 days as of the time of receipt of the voluntary offer by an open
company;
postal address to which an application for sale of securities must be
sent;
procedure for transfer of securities and time period within which the
securities must be entered into the personal account (depo account) of the
person that has sent the voluntary offer;
data on the person that has sent the voluntary offer to be shown in an
order to transfer securities;
data on the guarantor that has granted a bank guarantee in
compliance with Item 5 of this Article and on the terms of the bank
guarantee.
If the person that has sent a voluntary offer acts in the interests of a
third person but in his own name, the voluntary offer must likewise contain
the name or denomination of the person in whose interests the person, that
has the sent the voluntary offer, acts.
A voluntary offer concerning acquisition of securities circulating in
auctions arranged by trade promoters on the securities market must
contain a note, made by the federal executive body in charge of the
securities market, on the date of submission thereto the preliminary
notification provided for by Article 84.9 of this Federal Law.
3. If the person that has sent a voluntary offer is a legal entity, the
voluntary offer shall be likewise shown data on all persons that:
independently or jointly with their affiliated persons have 20 and more
per cent of votes in the supreme governing body of this legal entity;
have 10 and more per cent of votes in the supreme governing body
of this legal entity and are registered in the states and on the territories that
grant a privileged tax treatment and (or) do not provide for disclosure and
supply of information when making financial operations (in off-shore
zones). For this, information on the persons, in whose interests the stock
(shares) of a legal entity registered on the territory of an offshore zone are
possessed, shall be likewise provided.
4. A voluntary offer may likewise indicate other data and terms that
are not indicated in Items 2 and 3 of this Article, including the minimum
number of securities in respect of which applications for sale must be filed,
the address to which applications for sale of securities must be personally
submitted, the plans of the person that has sent the voluntary offer in
respect of the open company, including plans thereof in respect of the
company's employees.
5. To a voluntary offer must be attached a bank guarantee providing
for the guarantor's commitment to pay previous holders of the securities the
price of sold securities in the event of a failure of the person that has sent
the voluntary offer to discharge the duty of paying for acquired securities in
due time. This bank guarantee may not be withdrawn, and may not contain
a requirement for submission by beneficiaries of documents that are not
provided for by this Chapter. The duration of the bank guarantee must
expire at the earliest in six months after the end of the time period for
payment for acquired securities specified in the voluntary offer.
6. A public offer to acquire the shares of an open company indicated
in Item 1 of this Article, whose acceptance results in the intent of the
person that has made the public offer to acquire over 30 per cent of the
total number of such shares subject to the shares possessed by this person
and by affiliated persons thereof, may be made solely in the procedure
provided for by this Chapter.
It shall not be allowable for the said person to invite offers concerning
acquisition of such share of stock or to invite offers concerning acquisition
of such stock without indication of their number.
The person that has sent a voluntary offer shall not be entitled to
acquire the stock, in respect of which such offer is made, under terms that
differ from the terms of the voluntary offer prior to the expiry of the time
period for acceptance thereof.
In the event of making transactions in defiance of the requirements of
this Item, the results, provided for by Item 6 of Article 84.3 of this Federal
Law, shall ensue.
7. The provisions of this Chapter shall not apply when acquiring over
30 per cent of stocks of a joint-stock company established in compliance
with Federal Law No. 156-GZ of November 29, 2001 on Investment Funds.
Article 84.2. Obligatory Offer to Acquire the Stocks of an Open Company,
a Well as Other Issuable Securities Convertible into Stocks of the Open
Company
1. A person that has acquired over 30 per cent of the total number of
the stocks of an open company indicated in Item 1 of Article 84.1 of this
Federal Law subject to the stocks, possessed by this person and affiliated
persons thereof, shall be obliged within 35 days, as of the time of making
the appropriate receipt entry into the personal account (depo account) or
from the moment when the person learned or had to learn that he
independently or jointly with his affiliated persons owns the indicated
number of such shares, to send to the stockholders possessing the
remaining stocks of the appropriate categories (types) and to holders of the
issuable securities convertible into such stocks, a public offer to acquire
such securities thereof (hereinafter referred to as an obligatory offer).
An obligatory offer shall be deemed made to all holders of the
appropriate securities as of the time of its receipt by an open company.
Before the expiry of the time period for acceptance of an obligatory
offer the person, that sent the obligatory offer, shall not be entitled to
acquire the securities, in respect of which the obligatory offer is made,
under terms that differ from those of the obligatory offer.
2. The following must be indicated in a voluntary offer:
name or denomination of the person making the obligatory offer and
other data provided for by Item 3 of Article 84.1 of this Federal Law, as well
as information on its place of residence or location;
name or denomination of the shareholders of an open company
which are affiliated persons of the person that sent the obligatory offer;
number of shares of an open company possessed by the person that
sent the obligatory offer and by affiliated persons thereof;
kind, category (type) and number of the securities to be acquired;
bid for the securities to be acquired or procedure for determining it
(taking into account the requirements of paragraph six of Item 2 of Article
84.1 of this Federal Law), as well as its substantiation, including data on
the compliance of the bid for the securities to be acquired with the
requirements of Item 4 of this Article;
time period for acceptance of the obligatory offer (time period within
which an application for sale of securities must be received by the person
that has sent the obligatory offer) that may not be less than 70 and more
than 80 days as of the time of an open company receiving the obligatory
offer;
postal address to which an application for sale of securities must be
sent;
time period within which the securities must be entered to the
personal account (depo account) of the person that has sent the obligatory
offer. For this, the said time period may not be less that 15 days as of the
date of expiry of the time period for acceptance of the obligatory offer;
time period for payment for the securities that may not be more than
15 days as of time of making the appropriate receipt entry on the personal
account (depo account) of the person that sent the obligatory offer;
data on the person that sent the obligatory offer to be shown in an
order to transfer securities;
data on the guarantor that has granted a bank guarantee in
compliance with Item 3 of this Article and on the terms of the bank
guarantee.
In the event of an independent appraiser determining the market
value of securities, a copy of a report of the independent appraiser on the
market value of the securities to be purchased must be attached to the
obligatory offer sent to an open company.
An obligatory offer concerning acquisition of securities circulating in
auctions, arranged by trade promoters on the securities market, must
contain a note, made by the federal executive body in charge of the
securities market, on the date of submitting thereto the preliminary
notification provided for by Article 84.9 of this Federal Law.
An obligatory offer may contain plans of the person that has sent the
obligatory offer in respect of the open company, including plans in respect
of the employees thereof, as well as the address at which applications for
sale of securities can be personally presented.
It shall not be allowable to state in an obligatory offer terms that are
not provided for by this Item.
3. A bank guarantee complying with the requirements of Item 5 of
Article 84.1 of this Federal Law must be attached to an obligatory offer.
4. The price of the securities to be acquired which is based on an
obligatory offer may not be less that the average weighted price thereof
determined on the basis of the results of auctions arranged by a trade
promoter on the securities market within the six months preceding the date
of sending the obligatory offer to the federal executive body in charge of the
securities market in compliance with Items 1 and 2 of Article 84.9 of this
Federal Law. If securities circulate in auctions arranged by two and more
trade promoters on the securities market, their average weighted price shall
be determined on the basis of the results of actions arranged by all the
trade promoters on the securities market where the said securities have
circulated six and more months.
If securities do not circulate in auctions arranged by trade promoters
on the securities market or have circulated in auctions of trade promoters
on the securities market for less that six months, the price of the securities
to be acquired may not be less that the market value thereof determined by
an independent appraiser. For this the market value of one appropriate
stock (other security) shall be assessed.
If within six months preceding the date of sending to an open
company an obligatory offer the person that sent the obligatory offer or
affiliated persons thereof, has acquired or undertaken to acquire the
appropriate securities, the price of the securities to be acquired may not be
less that the maximum price at which the said persons acquired or
undertook to acquire these securities.
5. An obligatory offer must provide for payment for the securities to
be acquired in monetary funds.
An obligatory offer may provide for an opportunity to chose the form
of payment for holders of the securities to be acquired to chose the form of
payment for these securities in monetary funds or in other securities.
The value in monetary terms of the securities that may be used for
payment for the securities to be acquired must not exceed the average
weighted price determined on the basis of the results of auctions arranged
by trade promoters on the securities market within the six months
preceding the date of sending the obligatory offer to the open company or,
if securities do not circulate in auctions of trade promoters on the securities
market or have circulated in auctions of trade promoters on the securities
market for less than six months, it must not exceed their market value
determined by an independent appraiser. The documents, proving the
value of the said securities in monetary terms, shall be attached to the
obligatory offer.
6. From the time of acquiring over 30 per cent of the total number of
the stocks of an open company, specified in Item 1 of this Article, and up to
the date of sending to the open company an obligatory offer complying with
the requirements of this Article, the person specified in Item 1 of this Article
and affiliated persons thereof shall be entitled to vote solely with respect to
the stocks constituting 30 per cent of the said stocks. For this, the
remaining stocks, possessed by this person and by affiliated persons
thereof, shall not be deemed to be voting shares and shall not be taken into
account when mustering a quorum.
7. The rules of this Article shall extend to acquisition to a share of the
stocks (specified in Item 1 of Article 84.1 of this Federal Law) that exceeds
50 and 75 per cent of the total number of such stocks of an open company.
In this case, the restrictions, established by Item 6 of this Article, shall
extend solely to the newly acquired stocks exceeding the appropriate
share.
8. The requirements of this Article shall not apply when:
acquiring stocks in the event of establishment or re-organisation of an
open company;
acquiring stocks on the basis of a previously sent voluntary offer to
acquire all the securities of an open company provided for by Item 1 of this
Article, if such voluntary offer complies with the requirements contained in
Items from 2 to 5 of this Article;
acquiring stocks on the basis of a previously sent obligatory offer;
transfer of stocks by a person to affiliated persons thereof or transfer
of stocks to a person by affiliated persons thereof, and also as a result of
dividing the common property of spouses and by way of inheritance;
paying off a part of shares of an open company;
acquiring stocks as a result of a stockholder exercising of the priority
right to acquisition of additional stocks being placed;
acquiring stocks as a result of their placement by the person
indicated in the securities prospectus as the person rendering services of
arranging placement and (or) placing stocks, provided that the time period
for possession of such securities by this person is six months at most;
sending an open company a notification for holders of securities that
they are entitled to demand repurchase of the securities in compliance with
Article 84.7 of this Federal Law;
sending an open company a demand to repurchase securities in
compliance with Article 84.8 of this Federal Law.
Article 84.3. Duties of an Open Company after Receiving a Voluntary or
Obligatory Offer. Procedure for Acceptance of a Voluntary or Obligatory
Offer
1. A voluntary or obligatory offer shall be sent to the securities
holders, which it is addressed to, through an open company.
After receiving by an open company a voluntary or obligatory offer,
the board of directors (or supervisory board) of the open company shall be
obliged to adopt recommendations in respect of the offer received,
including assessment of the bid for the securities to be acquired and of
probable change of their market value after acquisition thereof, assessment
of plans of the person that has sent the voluntary or obligatory offer
concerning the open company, and also those in respect of employees
thereof.
In the event that the functions of the board of directors (supervisory
council) of the company are performed by a general meeting of
shareholders, the indicated recommendations may be adopted by a special
general meeting of shareholders. In this case the request to hold a special
general meeting of shareholders may be submitted to the company not
later than 35 days before the expiry of the period for accepting the relevant
offer and must contain draft recommendations with respect to the offer
received. The recommendations adopted by the special general meeting of
shareholders shall be brought to the notice of the persons included in the
list of persons having the right to participate in a general meeting of
shareholders in the procedure and within the time stipulated by Item 4 of
Article 62 of this Federal Law.
2. An open company shall be obliged within 15 days as of the date of
receiving a voluntary or obligatory offer to send the said offer together with
the recommendations of the board of directors (or supervisory board) of the
open company to all securities' holders, to which it is addressed, in the
procedure provided for by this Federal Law for sending a notice on holding
a general meeting of stockholders. In the event that the functions of the
board of directors (supervisory council) of the company are performed by a
general meeting of shareholders, the open company must send the
voluntary or obligatory offer received to the holders of the securities to
whom it is addressed within five days from the date of its receipt.
A list of holders of the securities to be acquired shall be drawn up on
the basis of the data of the register of securities owners as of the date of
receipt by an open company of a voluntary or obligatory offer. If a nominal
holder of securities is registered in the register of securities' holders, the
said offers and recommendations shall be sent to the nominal holder for
their further sending to the persons in whose interests he possesses the
securities.
Where the statutes of an open company specify a printed publication
for publishing announcements on holding a general meeting of
stockholders, a voluntary or obligatory offer and recommendations of the
board of directors (or supervisory board) of an open company must be
published by the open company in this printed publication within 15 days as
of the date of receiving the voluntary or obligatory offer.
In the event of presentation, by the person that has presented an
obligatory offer, of a report of an independent appraiser on the market
value of securities to be acquired, an open company, when sending the
obligatory offer to securities holders, shall attach thereto a copy of the
operative part of the report of an independent appraiser on the market
value of the securities to be acquired. The open company shall be obliged
to provide access to the report of the independent appraiser on the market
value of the securities to be acquired to holders of the securities to be
acquired in the procedure established by Item 2 of Article 91 of this Federal
Law.
Concurrently with sending a voluntary or obligatory offer to securities
holders an open company shall be obliged to send recommendations of the
board of directors (or supervisory board) of the open company to the
person that sent the appropriate offer.
The outlays of the open company connected with discharge of the
duties, provided for by this Item, shall reimbursed by the person that sent a
voluntary or obligatory offer.
The requirements of this Item concerning the sending and publishing
of the recommendations of the board of directors (supervisory council) of
an open company shall be applicable to the open companies having such a
body of management.
3. After sending an open company a voluntary or obligatory offer the
person, that sent the appropriate offer, shall have the right to bring
information concerning this offer to knowledge of the appropriate securities'
owners in any other way. In doing this, the volume and contents of such
information must comply with the volume and contents of the data included
in the voluntary or obligatory offer.
4. The owners of securities, to whom a voluntary or obligatory offer is
addressed, shall be entitled to accept it by sending an application for sale
of the securities to the postal address indicated in the voluntary or
obligatory offer or, if such is provided for by the appropriate offer, by
submitting such application in person to the address indicated in the
voluntary or obligatory offer.
An application for the sale of securities must show the kind, category
(type) and number of the securities that a securities' owner agrees to sell to
the person that sent a voluntary or obligatory offer, as well as the chosen
form of payment for them. In an application for sale of stocks on the basis
of a voluntary offer may be likewise indicated the minimum number of
stocks that a stockholder agrees to sell in the instance provided for by Item
5 of this Article.
A securities' holder shall be entitled to withdraw an application for
sale of securities before the expiry of the time period for acceptance of a
voluntary or obligatory offer in the event of him sending an application for
sale of these securities to the person that sent a competitive offer provided
for by Article 84.5 of this Federal Law to an open company. In this case, an
application for sale of securities shall be withdrawn in the procedure
provided for by this Item for acceptance of a voluntary or obligatory offer.
In the event of receipt, before the expiry of the time period for
acceptance of a voluntary or obligatory offer, by the person that sent a
voluntary or obligatory offer of more than one application of a given
securities owner for the sale of securities, the application bearing a later
calendar date or, where there is no such date, the application received last
shall be seen as valid.
5. All applications for sale of securities, received prior to the expiry of
the time period for acceptance of a voluntary or obligatory offer, shall be
deemed received by the person, that sent a voluntary or obligatory offer, on
the date of expiry of said time period.
Where the total number of the stocks, in respect of which applications
for their sale are filed, exceeds the number of stocks that the person, which
has sent a voluntary offer, intends to acquire, or if the number of stocks, in
respect of which applications for their sale are filed, exceeds the number of
stocks which the person that has sent a voluntary or obligatory offer is
entitled to acquire in compliance with the requirements of the Federal Law
on the Procedure for Making Foreign Investments in Economic Companies
Which Are of Strategic Importance for Ensuring the Country's Defence
Capacity and State Security, stocks of stockholders shall be acquired in
proportion to the number of stocks indicated in the applications, if not
otherwise provided for by the voluntary offer or by an application for sale of
stocks.
6. In the event of non-compliance of a voluntary or obligatory offer or
a contract of securities' acquisition, made on the basis of the voluntary or
obligatory offer, with the requirements of this Federal Law, the former
holder of the securities shall be entitled to demand of the person that sent
the appropriate offer reimbursement of damage caused by it.
7. A securities' holder shall be obliged to transfer the securities free of
any rights of third persons thereto.
8. If the securities to be acquired are not entered in the personal
account (depo account) of the person that sent a voluntary or obligatory
offer within the time period provided for by the appropriate offer, the
person, that sent the obligatory or voluntary offer, shall be entitled to
renounce unilaterally the contract of securities acquisition.
In the event of failure of the person that sent a voluntary or obligatory
offer to discharge the duty of paying in due time for the securities to be
acquired, the former owner of the securities shall be entitled at the choice
thereof to make a claim to the guarantor that granted the bank guarantee
securing the discharge of obligations under the voluntary or obligatory offer,
for payment of the price of the securities to be acquired, attaching thereto
the documents that prove writing the securities to be acquired off the
personal account (depo account) of the securities' owner for their
subsequent entry into the personal account (depo account) of the person
that sent the voluntary or obligatory offer, or to unilaterally dissolve the
contract of securities' acquisition and demand the securities return.
9. The person that sent a voluntary or obligatory offer shall be obliged
at the latest in 30 days as of the date of expiry of the time period for
acceptance of the voluntary or obligatory offer to send to the open
company and to the federal executive body in charge of the securities
market a report on the outcome of acceptance of the appropriate offer.
Requirements with respect to a report on the outcome of acceptance of a
voluntary or obligatory offer and to the procedure for submission thereof
shall be established by the federal executive body in charge of the
securities market.
Article 84.4. Modification of a Voluntary or Obligatory Offer
1. A person that has sent a voluntary or obligatory offer shall be
entitled to make changes to the offer providing for the upward adjustment
of the price of the securities to be acquired and (or) for shortening the time
period for paying for the securities to be acquired.
In the event of an upward adjustment of the price of the securities to
be acquired on the basis of a voluntary or obligatory offer, together with the
appropriate amendments to be made in the voluntary or obligatory offer,
shall be presented the bank guarantee securing the discharge of
obligations under such offer in full subject to the upward adjustment of the
price of the securities to be acquired.
In the event of an open company receiving the competitive offer
provided for by Article 84.5 of this Federal Law, the person that sent a
voluntary or obligatory offer shall be entitled to prolong the time period for
acceptance thereof at most up to the time of expiry of the period for
acceptance of the last competitive offer.
Amendments made to a voluntary or obligatory offer shall be effective
in respect of all securities' holders, including the securities' holders that
have sent applications for sale of securities prior to amending the
appropriate offer.
2. In the event of the increase or reduction prior to the expiry of the
time period for acceptance of a voluntary or obligatory offer by more than
10 per cent of the share of the securities, in respect of which the
appropriate offer is sent, by the person, that sent the appropriate offer,
subject to the securities possessed by affiliated persons thereof, as well as
in the event of amending the data on the person that sent a voluntary or
obligatory offer, which are subject to showing, this person shall be obliged
to make the appropriate amendments to the voluntary or obligatory offer.
In the event of amending a voluntary or obligatory offer less than 25
days before the expiry of the time period for acceptance of the appropriate
offer, this time period shall be extended so that it is 25 days long.
3. Amendments to be made to a voluntary or obligatory offer shall be
brought to knowledge of the securities' holders and of the person that has
sent the competitive offer, provided for by Article 84.5 of this Federal Law,
in the procedure established by Item 2 of Article 84.3 of this Federal Law.
Article 84.5. Competitive Offer
1. After receipt by an open company of a voluntary or obligatory offer,
any person shall be entitled to send another voluntary offer in respect of the
appropriate securities (hereinafter referred to as a competitive offer). A
competitive offer must be sent to an open company at latest 25 days before
the expiry of the time period for acceptance of the last of the offers
previously received by the open company.
2. The price of the securities to be acquired, indicated in a
competitive offer, may not be lower than the price of the securities to be
acquired shown in the voluntary or obligatory offer sent before. The number
of the securities to be acquired, indicated in a competitive offer, may not be
less than the number of the securities to be acquired shown in the
previously sent voluntary or obligatory offer, or a competitive offer must
provide for acquisition of all securities of the appropriate kind or category
(type).
3. The requirements of Article 84.1 of this Federal Law shall extend to
a competitive offer sent before the expiry of the time period for acceptance
of a voluntary offer, while the requirements of Article 84.2 of this Federal
Law shall extend to a competitive offer sent before the expiry of the time
period for acceptance of an obligatory offer. With this, concurrently with
sending a competitive offer to securities holders, an open company shall be
likewise obliged to send it to the persons that have previously sent the
voluntary or obligatory offer with respect to which the appropriate offer
received by the open company is a competing offer.
Article 84.6. Procedure for the Rendering of Decisions by the Governing
Bodies of an Open Company after Receiving a Voluntary or Obligatory
Offer
1. After the receipt by an open company of a voluntary or obligatory
offer a decision on the following issues shall be rendered exclusively by a
general meeting of the open company's stockholders:
increase of the authorized capital of the open company by way of
placing additional stocks within the limits of the number and categories
(types) of declared stocks;
placement by the open company of securities convertible into stocks,
including options of the open company;
approval of a transaction or several interrelated transactions
connected with acquisition, alienation or probable direct or indirect
alienation by the open company of property whose value amounts to 10 or
more per cent of the balance sheet value of assets of the open company
determined on the basis of data of its business accounting report
documents as of the last reporting date, only if such transactions are not
made while exercising the ordinary economic activities of the open
company or had not been made before receipt by the open company of the
voluntary or obligatory offer to acquire publicly circulating securities, or, in
the event of receipt by the open company of a voluntary or obligatory offer
to acquire publicly circulating securities, - prior to the time of disclosing
information on sending the appropriate offer to the open company;
approval of interested party transactions;
acquisition by the open company of placed stocks in the instances
provided for by this Federal Law;
increase of remuneration to the persons holding offices in the
governing bodies of the open company, setting the terms and conditions of
termination of their tenure of office, including establishment or increase of
compensation payable to these persons in the event of termination of their
authority.
The validity of the restrictions established by this Item shall be
terminated upon the expiry of 20 days as of the end of the time period for
acceptance of a voluntary or obligatory offer. If prior to this time the person
that, as a result of accepting the voluntary or obligatory offer, has acquired
over 30 per cent of the total number of the open company's stocks
indicated in Item 1 of Article 84.1 of this Federal Law counting the stocks
possessed by this person and affiliated persons thereof, demands
convocation of an extraordinary general meeting of stockholders of the
open company whose agenda includes the election of members of the
board of directors (or supervisory board) of the open company, the
restrictions established by this Item shall be in effect pending the counting
of ballots concerning the election of members of the board of directors (or
supervisory board) of the open company at the general meeting of
stockholders of the open company where this issue was taken up.
2. A transaction made by an open company in defiance of the
requirements of Item 1 of this Article may be declared invalid on the basis
of a claim made by the open company, a stockholder or the person that has
sent a voluntary or obligatory offer.
Article 84.7. Repurchase by the Person, That Has Acquired over 95 Per
Cent of the Stock of an Open Company, of Securities of the Open
Company upon the Request of Their Holders
1. A person that, as result of a voluntary offer to acquire all the
securities of an open company provided for by Item 1 of Article 84.2 of this
Federal Law or of an obligatory offer, has become the owner of over 95 per
cent of the total number of the stocks of the open company specified in
Item 1 of Article 84.1 of this Federal Law, counting the stocks possessed by
this person and affiliated persons thereof, shall be obliged to repurchase
the remaining stocks of the open company possessed by other persons, as
well as the issuable securities, convertible into such stocks of the open
company, upon the request of their holders.
2. The person specified in Item 1 of this Article within 35 days as of
the date of acquiring the appropriate share of securities shall be obliged to
send to the securities' holders entitled to demand the securities' repurchase
a notice that they enjoy this right.
The following must be indicated in a notice concerning the right to
repurchase securities:
name or denomination of the person indicated in Item 1 of this Article
and other data provided for by Item 3 of Article 84.1 of this Federal Law, as
well as information on the residence or location thereof;
names or denominations of the stockholders of an open company
that are affiliated persons of the person indicated in Item 1 of this Article;
number of the stocks of an open company possessed by the person
indicated in Item 1 of this Article and by affiliated persons thereof;
price of the securities to be repurchased or procedure for determining
it (taking into account the requirements of paragraph six of Item 2 of Article
84.1 of this Federal Law), as well as its substantiation, including data on
the compliance of the bid for the securities to be repurchased with the
requirements of Item 6 of this Article;
procedure for payment for the securities to be acquired;
postal address to which claims for repurchase of securities must be
sent;
data on the person specified in Item 1 of this Article that are subject
to inclusion in an order to transfer securities;
data on the guarantor granting a bank guarantee in compliance with
Item 3 of this Article and the terms and conditions of the bank guarantee.
In the event of an independent appraiser assessing the market value
of the securities to be repurchased, a copy of a report of the independent
appraiser on the market value of the securities to be repurchased must be
attached to a notice concerning the right to demand the securities'
repurchase.
A notice concerning the right to demand repurchase of securities
must provide for payment for the securities to be repurchased in monetary
funds.
A notice concerning the right to demand repurchase of securities
must contain a note, made by the federal executive body in charge of the
securities market, in respect of the date of submitting thereto the notice
provided for by Article 84.9 of this Federal Law.
A notice, concerning the right to demand repurchase of securities
shall be sent through the company. The notice received by an open
company shall be sent to the securities' holders in the procedure
established by Item 2 of Article 84.3 of this Federal Law.
3. A bank guarantee, complying with the requirements of Item 5 of
Article 84.1 of this Federal Law, must be attached to the notice.
4. Claims of securities' holders for repurchase of the securities,
possessed by them, may be made at the latest in six months as of the date
of sending thereto notices concerning the right to demand repurchase of
securities by an open company.
Claims of securities' holders for repurchase of the securities,
possessed by them, shall be sent by holders of these securities to the
person indicated in Item 1 of this Article with the documents attached
thereto that prove the removal of securities to be purchased from the
personal account (depo account) of the securities' holder for their
subsequent entry to the personal account (depo account) of the person
indicated in Item 1 of this Article.
Claims of securities' holders for repurchase of the securities
possessed by them must specify the kind, category (type) and number of
the securities to be repurchased.
A securities' holder shall be obliged to transfer securities free of any
rights of third persons thereto.
5. The person, specified in Item 1 of this Article, shall be obliged to
pay for the securities to be repurchased in compliance with this Article
within 15 days as of the date of receiving the documents provided for by
Item 4 of this Article.
6. Securities shall be repurchased at the price determined in the
procedure provided for by Item 4 of Article 84.2 of this Federal Law. The
said price may not be lower than:
the price at which such securities were acquired on the basis of a
voluntary or obligatory offer as a result of which the person specified in
Item 1 of this Article became the owner of over 95 per cent of the total
number of the stocks of an open company indicated in Item 1 of Article 84.1
of this Federal Law counting the stocks possessed by this person and by
affiliated persons thereof;
the highest price at which the person indicated in Item 1 of this Article
and affiliated persons thereof acquired or undertook to acquire these
securities upon the expiry of the time period for acceptance of a voluntary
or obligatory offer as a result of which the person indicated in Item 1 of this
Article became the owner of over 95 per cent of the total number of stocks
of the open company specified in Item 1 of Article 84.1 of this Federal Law
counting the stocks possessed by this person and by affiliated persons
thereof.
7. In the event of failure of the person indicated in Item 1 of this
Article to discharge the duty to pay in due time for the securities to be
repurchased, the former securities' holder shall be entitled at his choice to
make a claim with respect to the guarantor that has granted a bank
guarantee in compliance with Item 3 of this Article for paying the price of
the securities to be purchased attaching the documents that prove the
securities to be repurchased have been removed from the personal
account (depo account) of the securities owner for their subsequent
entering to the personal account (depo account) of the person indicated in
Item 1 of this Article, or to dissolve unilaterally a contract for the securities'
acquisition and to demand the securities' return.
8. In the event of failure of the person specified in Item 1 of this
Article to discharge the duty of sending a notice concerning the right to
demand repurchase of securities in compliance with Item 2 of this Article,
the owner of the securities subject to repurchase shall be entitled to file a
claim for repurchase of the securities in the ownership thereof attaching a
copy of the order to transfer the securities to be repurchased to the person
indicated in Item 1 of this Article, that was submitted to the holder of the
register of securities owners. Such claim may be raised within one year as
of the date when the securities owner came to know about his right to
demand the securities repurchase but at earliest upon the expiry of the time
period indicated in Item 2 of this Article.
As of the time of presenting to the holder of the register of securities
owners an order of the securities' owner to transfer the securities to be
repurchased to the person indicated in Item 1 of this Article, all operations
on the personal account of the securities' owners shall be blocked pending
the time of payment for these securities by the person indicated in Item 1 of
this Article and presentation to the holder of the register of securities'
owners of the documents proving payment for the securities to be
repurchased.
The person, specified in Item 1 of this Article, shall be obliged to pay
for the securities to be repurchased within 15 days as of the date of
receiving a claim for the securities repurchase.
Within three days after presentation by the person specified in Item 1
of this Article of the documents proving payment for the securities to be
repurchased, the registrar shall be obliged to remove the securities to be
repurchased from the personal account of the securities holder and enter
them onto the personal account of the person indicated in Item 1 of this
Article.
Restrictions concerning the disposal of said personal account by the
securities owner shall be removed and an order to transfer the securities to
be repurchased shall be cancelled, if the person indicated in Item 1 of this
Article has not presented to the holder of the register of securities owners
the documents proving payment for the securities to be repurchased in the
procedure provided for by this Article.
9. The person indicated in Item 1 of this Article, instead of
discharging the duties, specified in Items from 1 to 7 of this Article, shall be
entitled to send to an open company a claim for repurchase of securities in
compliance with Article 84.8 of this Federal Law. When doing this, the
person indicated in Item 1 of this Article shall be obliged to satisfy the
claims of the securities' holders, concerning repurchase of the securities
possessed by them, that are raised in compliance with Item 8 of this Article
before the person, indicated in Item 1 of this Article sends a claim for the
securities' repurchase in compliance with Article 84.8 of this Federal Law to
the open company.
Article 84.8. Repurchase of Securities of an Open Company upon Request
of a Person That Has Acquired over 95 Per cent of the Open Company's
Stocks
1. The person indicated in Item 1 of Article 84.7 of this Federal Law
shall be entitled to repurchase from stockholders possessing the stocks of
an open company, specified in Item 1 of Article 84.1 of this Federal Law, as
well as from holders of the issuable securities convertible into such stocks
of the open company, the said securities.
The person, indicated in Item 1 of Article 84.7 of this Federal Law,
shall be entitled to send a claim for repurchase of the said securities to an
open company within six months as of the time of expiry of the time period
for acceptance of a voluntary offer to acquire all the securities of the open
company, provided for by Item 1 of Article 84.2 of this Federal Law, or of an
obligatory offer if as a result of the acceptance of the relevant voluntary
offer or obligatory offer at least 10 per cent of the total number of the open
company's securities, indicated in Item 1 of Article 84.1 of this Federal Law,
were acquired.
A claim for repurchase of securities shall be sent to holders of the
securities to be repurchased through the open company.
2. The following must be indicated in a claim for repurchase of
securities:
name or denomination of the person indicated in Item 1 of this Article
and other data provided for by Item 3 of Article 84.1 of this Federal Law, as
well as information on the place of residence or location thereof;
name or denomination of the open company's stockholders that are
affiliated persons of the person specified in Item 1 of this Article;
number of the open company's stocks possessed by the person
indicated in Item 1 of this Article and by affiliated persons thereof;
kind, category (type) of the securities to be purchased;
price of the securities to be purchased and data on the compliance of
the bid for them with the requirements of Item 4 of this Article;
date when a list of holders of the securities to be purchased shall be
drawn up and which may be fixed at the earliest in 45 days and at latest in
60 days after sending a claim for repurchase of the securities to the open
company;
procedure for payment for the securities to be repurchased, including
the time period for such payment that may not be more than 25 days as of
the date of drawing up a list of owners of the securities to be repurchased.
In the event that the securities being purchased have been arrested, then
the indicated period shall be calculated from the day when the person
mentioned in Item 1 of this Article learned or had to learn that the arrest
had been lifted or removed with respect to such securities;
data on the notary public into whose deposit account the funds will be
remitted in the instance provided for by Item 7 of this Article.
A claim for repurchase of securities must contain a note, made by the
federal executive body in charge of the securities market, on the date of
presentation thereto of the preliminary note provided for by Article 84.9 of
this Federal Law.
A copy of a report of an independent appraiser on the market value of
the securities to be purchased must be attached to the claim for repurchase
of securities sent to an open company.
3. A received claim for repurchase of securities shall be sent by an
open company to holders of the securities to be purchased in the
procedure provided for by Item 2 of Article 84.3 of this Federal Law.
If the securities to be repurchased have been the subject of pledge or
of another charge, a claim for the securities repurchase shall be likewise
sent by an open company to the holder of pledge or to the person in whose
interest the charge is made in compliance with the information received
from the registrar and nominal securities holders.
Where a registrar holds the register of the securities owners the said
claim shall be likewise sent by an open company to the registrar.
The outlays borne by the open company and registrar shall be
subject to reimbursement by the person specified in Item 1 of this Article.
4. Securities shall be repurchased at a price not lower that the market
value of the securities to be repurchased that must be determined by an
independent appraiser. With this, the said price may not be lower than:
the price at which the securities were acquired on the basis of a
voluntary or obligatory offer as a result of which the person, indicated in
Item 1 of Article 84.7 of this Federal Law, became the owner of over 95 per
cent of the total number of the stocks of the open company indicated in
Item 1 of Article 84.1 of this Federal Law, counting the stocks possessed by
this person and by affiliated persons thereof;
the highest price at which the person indicated in Item 1 of this Article
or affiliated persons thereof acquired or undertook to acquire these
securities upon the expiry of the time period for acceptance of a voluntary
or obligatory offer as a result of which the person indicated in Item 1 of this
Article 84.7 of this Federal Law became the owner of over 95 per cent of
the total number of the stocks of the open company specified in Item 1 of
Article 84.1 of this Federal Law, counting the stocks possessed by this
person and by affiliated persons thereof.
The securities to be repurchased shall be paid for solely in monetary
funds.
The securities holder that does not agree with the price of the
securities to repurchased shall be entitled to make a claim with an
arbitration court for reimbursement of losses connected with an improper
fixing of the price of the securities to be repurchased. Said claim may be
raised within six months as of the date when such holder of the securities
came to know about removal of the securities to be repurchased from the
personal account (depo account) thereof. The securities holder filing the
said claim with an arbitration court shall not be a ground for suspension of
the securities repurchase or for declaring it invalid.
5. An open company, within 14 days as of the date, when a list of
holders of the securities to be repurchased is drawn up, shall be obliged to
transfer the said list to the person indicated in Item 1 of this Article.
A list of holders of the securities to be repurchased shall be drawn up
on the basis of data of the register of the securities holders and dated as
specified in a claim for repurchase of the securities. To draw up a list of the
securities holders, a nominal securities' holder shall present data on the
persons in whose interests he holds the securities.
As of the date of drawing up a list of the securities' owners, the
transfer of ownership of the securities to be repurchased and their
encumbrance shall not be allowable. All operations with the securities to be
repurchased in the register of securities owners, as well as on the
appropriate depo accounts, shall be blocked starting from the date
specified in a claim for repurchase of the securities.
Restrictions concerning the disposal of the securities to be
repurchased by the securities holder shall be removed if the person,
indicated in Item 1 of this Article, has not presented to the holder of the
register of securities' owners the documents proving payment for the
securities to be repurchased in the procedure provided for by this Article.
6. The holder of the securities to be repurchased shall be entitled to
send to the person indicated in Item 1 of this Article an application
containing the requisite elements of his bank account, to which the
monetary funds payable for the securities to be repurchased must be
remitted, or the address, to which the postal money order, concerning the
securities to be repurchased, must be sent. In doing this, the application
shall be deemed sent in due time, if it is received by the person indicated in
Item 1 of this Article at the latest on the date when a list of holders of the
securities to be repurchased is drawn up and which is shown in a claim for
repurchase of the securities.
7. The person, specified in Item 1 of this Article, shall be obliged to
pay for the securities to be repurchased using the bank requisite elements
or the address indicated in applications of the owners of the securities
included into the list of holders of the securities to be repurchased drawn
up on the date specified in a claim for the securities repurchase.
In the event of non-receipt at the established time of applications of
the said securities owners or in the absence in these applications of
required information concerning the bank requisite elements or the address
to be used for the postal money order, the person, indicated in Item 1 of
this Article, shall be obliged to remit monetary funds for the securities to be
repurchased to a public notary at the location of the open company. In the
event of non-presentation by a nominal holder of data on the persons in
whose interests he has securities in his ownership, the person, indicated in
Item 1 of this Article, shall be obliged to remit monetary funds for the
securities to be repurchased to the nominal holder. Remittance of monetary
funds to a nominal holder shall be deemed a proper discharge of the
obligation.
8. Within three days after submission by the person, indicated in Item
1 of this Article, of the documents proving his payment for the securities to
be repurchased, the holder of the register of securities' owners shall be
obliged to remove the securities to be purchased from their holders'
personal accounts, as well as from the nominal holders' personal accounts,
and to enter them onto the personal account of the person indicated in Item
1 of this Article. The write-off of the securities being bought out, from the
personal account of the nominal holder in the procedure stipulated by this
Article shall be grounds for the nominal holder to make an entry about the
termination of the rights to the relevant securities on the depo account of
the customer (deponent) without an order of the latter.
Article 84.9. State Control over Acquisition of an Open Company's Stocks
1. A voluntary or obligatory offer concerning acquisition of securities
that circulate in auctions arranged by trade promoters on the securities
market, the notice concerning the right to demand repurchase of securities
provided for by Article 84.7 of this Federal Law and the claim for
repurchase of securities provided for by Article 84.8 of this Federal Law,
prior to being sent to an open company, shall be submitted to the federal
executive body in charge of the securities market (hereinafter referred to as
a preliminary notice).
The federal executive body in charge of the securities market shall be
obliged at the time of presentation of said documents to make a note
concerning the date of submission the preliminary notice on a copy of the
appropriate document kept by the person submitting the said documents.
Upon the expiry of 15 days, as of the time of submitting a preliminary
notice to the federal executive body in charge of the securities market, the
person intending to make a voluntary or obligatory offer, or send the notice
concerning the right to demand repurchase of securities provided for by
Article 84.7 of this Federal Law or the claim for repurchase of securities,
provided for by Article 84.8 of this Federal Law, shall be entitled to send the
appropriate offer, the said notice or claim to an open company, if before the
expiry of this time period the federal executive body in charge of the
securities market does not send an order to bring the appropriate offer, the
said notice or claim into accord with the requirements of this Federal Law
for the reasons indicated in Item 4 of this Article.
2. A voluntary or obligatory offer concerning acquisition of securities,
that do not circulate on the securities market shall be submitted by the
person that sent a voluntary or obligatory offer to the federal executive
body in charge of the securities market at the latest on the date of sending
the appropriate offer to an open company.
3. To the federal executive body, together with a voluntary or
obligatory offer, the notice concerning the right to demand repurchase of
securities, which is provided for by Article 84.7 of this Federal Law, or the
claim for repurchase of securities provided for by Article 84.8 of this
Federal Law, shall be submitted copies of the documents attached to the
appropriate offer, the said notice or claim in compliance with requirements
of this Federal Law, which must be attested and certified by a notary public.
4. The federal executive body in charge of the securities market shall
send to the person that sent a voluntary or obligatory offer, the notice
concerning the right to demand repurchase of securities, which is provided
for by Article 84.7 of this Federal Law, or the claim for repurchase of
securities, provided for by Article 84.8 of this Federal Law, an order to bring
the appropriate offer, the said notice or claim into accord with the
requirements of this Federal Law in the following cases;
non-submission of the documents required under this Federal Law for
sending the appropriate offer, the said notice or claim to an open company;
absence in the appropriate offer, in the said notice or claim of all data
and terms provided for by this Chapter;
non-compliance of the procedure for fixing the price of the securities
to be acquired or repurchased with the requirements of this Federal Law, in
particular in the event of detecting within six months preceding the date of
submission of documents to the federal executive body in charge of the
securities market, the fact of fixing prices in respect of the securities to be
acquired or repurchased that has caused understatement of the price of the
securities to be acquired or repurchased.
An order of the federal executive body in charge of the securities
market to bring the appropriate offer, the said notice or claim into accord
with this Federal Law may be appealed against with an arbitration court.
5. Should the federal executive body in charge of the securities
market miss the time for sending the order, it shall be entitled to make a
claim with an arbitration court at the location of an open company for
bringing the appropriate offer, the said notice or claim into accord with the
requirements of this Federal Law for the reasons indicated in Item 4 of this
Article.
6. Amendments made to a voluntary or obligatory offer in compliance
with Article 84.4 of this Federal Law shall be presented to the federal
executive body in charge of the securities market by the person making the
said amendments at the latest on the date of sending the appropriate
amendments to an open company.
7. The federal executive body in charge of the securities market shall
establish requirements with respect to the procedure for submission to the
federal executive body in charge of the securities market of a voluntary or
obligatory offer, the notice concerning the right to demand repurchase of
securities which is provided for by Article 84.7 of this Federal Law or the
claim for repurchase of securities provided for by Article 84.8 of this
Federal Law.
Article 84.10. Specifics of Preference Stocks Registration
For the purposes of this Chapter, when determining the share of
stocks of an open company, registered the preference stocks of the open
company granting the right of vote under the statutes thereof shall likewise
be, if such preference stocks had been placed before January 1, 2002 or if
issuable securities placed before January 1, 2002 have been converted
into the preference stocks. With this, each preference stock of an open
company granting more than one vote shall be registered in the number
corresponding to the number of votes granted by it.
Chapter XII. Control over Financial-Economic Activity of Company
Article 85. Audit Commission (or Internal Auditor) of Company
1. In order to exercise control over the financial-economic activity of
the company, an audit commission (or internal auditor) of the company
shall be elected by the general meeting of shareholders in accordance with
the charter of the company. Members of the inspection commission or the
inspector of the company to be established shall be elected subject to the
specifics provided for by Chapter II of this Federal Law.
By the decision of a general meeting of shareholders remuneration
may be paid to the members of the in-house audit commission of a
company during the term of their office and/or their expenses related to the
exercise of their duties may be compensated. The amount of such
remuneration and compensation shall be set by a decision of a general
meeting of shareholders.
2. The authority of the audit commission (or internal auditor) of the
company with regard to matters not provided for by this Federal Law shall
be determined by the charter of the company.
The procedure for the activity of the audit commission (or internal
auditor) shall be determined by an internal document of the company
approved by the general meeting of shareholders.
3. The verification (or audit) of the financial-economic activity of a
company shall be carried out with regard to the results of the activity of the
company for the year, and also at any time at the initiative of the audit
commission (or internal auditor) of the company, decision of the general
meeting of shareholders, board of directors (or supervisory board), or at the
demand of a shareholder(s) of the company possessing in aggregate not
less than 10 per cent of the voting stock of the company.
4. At the demand of the audit commission (or internal auditor) of a
company the persons holding office in the management bodies of the
company shall be obliged to submit documents concerning the financialeconomic activity of the company.
5. The audit commission (or internal auditor) of a company shall have
the right to demand the convocation of an extraordinary general meeting of
shareholders in accordance with Article 55 of this Federal Law.
6. The members of the audit commission (or internal auditor) of the
company may not be simultaneously members of the board of directors (or
supervisory board) of the company, nor hold other offices in the
management bodies of the company.
Stock owned by members of the board of directors (or supervisory
board) of the company or to persons holding office in the management
bodies of the company may not participate in the voting when electing
members of the audit commission (or internal auditor) of the company.
Article 86. Auditor of Company
1. The auditor (citizen or auditing organization) of a company shall
exercise the verification of the financial-economic activity of a company in
accordance with statutory acts of the Russian Federation on the basis of a
contract concluded with him.
2. The general meeting of shareholders shall confirm the auditor of
the company. The amount of payment for his services shall be determined
by the board of directors (or supervisory board) of the company.
Article 87. Opinion of Audit Commission (or Internal Auditor) of Company
or Auditor of Company
With regard to the results of the verification of the financial-economic
activity of the company, the audit commission (or internal auditor) or the
auditor of the company shall draw up an opinion, which must contain:
approval of the reliability of the data contained in the reports and
other financial documents of the company;
information concerning facts of a violation of the procedure for
keeping bookkeeping records and the submission of financial reports
established by statutory acts of the Russian Federation, and also of
statutory acts of the Russian Federation when effectuating financialeconomic activity.
Chapter XIII. Records, Reports and Documents of a Company.
Information Concerning the Company
Article 88. Bookkeeping Records and Financial Reports of Company
1. A company shall be obliged to keep the bookkeeping report and to
submit the financial report according to the procedure established by this
Federal Law and other statutory acts of the Russian Federation.
2. Responsibility for the organization, state, and reliability of the
bookkeeping records in the company and the timely submission of the
annual report and other financial reports to the respective agencies, and
also information concerning the activity of the company to be submitted to
the shareholders, creditors, and mass media, shall be borne by the
executive body of the company in accordance with this Federal Law, other
statutory acts of the Russian Federation, and the charter of the company.
3. The reliability of the information contained in the annual report of
the company, annual financial statements shall be confirmed by the inhouse audit comission of the company.
Before publication by the company of the documents specified in
such Clause in accordance with Article 92 of this Federal Law, the
company shall be obliged to enlist for annual verification and approval of
the annual financial reports an auditor not connected by property interests
with the company or its shareholders.
4. The annual report of the company shall be preliminarily endorsed
by the board of directors (supervisory board) of the company and if the
company has no board of directors (supervisory board), by the person
performing the functions of a sole executive body of the company, at least
30 days prior to the date of the annual general meeting of shareholders.
Article 89. The Holding of the Documents of a Company
1. A company shall keep the following documents:
the memorandum of association;
the charter of the company, amendments thereto registered in the
established manner, the decision to form the company, the company's
state registration document;
documents confirming the company's rights in respect of the assets
recorded on its balance sheet;
in-house documents of the company;
the regulations on the branch or representative office of the company;
the annual reports;
accounting documents;
financial statements;
the minutes of general meetings of shareholders (the decisions of the
shareholder being the owner of all the voting shares of the company),
decisions of the board of directors (supervisory board) of the company, inhouse audit commission of the company and the collective executive body
(board, directorate) of the company;
ballot papers and also powers of attorney (copies thereof) for
participation in a general meeting of shareholders;
reports of independent appraisers;
lists of affiliated persons of the company;
lists of person entitled to attend the general meeting of shareholders,
entitled to receive dividends and other lists compiled by the company for
the purposes of shareholders exercising their rights under the provisions of
the present Federal Law;
reports of the in-house audit commission of the company, an auditor
of the company, the state and municipal financial control bodies;
issue prospectuses, quarterly issuer's reports and other documents
containing information to be published or disclosed in another way under
the present Federal Law and other federal laws;
other documents required under the present Federal Law, the charter
of the company, in-house documents of the company, decisions of general
meetings of shareholders, the board of directors (supervisory board) of the
company, the managerial bodies of the company and also documents
stipulated by legal acts of the Russian Federation.
2. The company shall store the documents specified in Item 1 of the
present article at the location of its executive body in compliance with the
procedure and for a term established by the federal executive body in
charge of the securities market.
Article 90. Granting of Information by a Company
Information concerning the company shall be granted by it in
accordance with the requirements of this Federal Law and other statutory
acts of the Russian Federation.
Article 91. The Provision of Information by the Company to Shareholders
1. The company shall provide shareholders with access to the
documents specified in Item 1 Article 89 of the present Federal Law.
Access to accounting documents and the minutes of meetings of the
collective executive body shall be granted to the shareholders
(shareholder) having in their aggregate at least 25 per cent of the voting
shares of the company.
If the special right of participation of the Russian Federation, a
Russian region or a municipal entity in the management of a company
("golden share") is being exercised in respect of the company such
company shall provide representatives of the Russian Federation, the
Russian region or municipal entity with access to all its documents.
2. The documents specified in Item 1 of the present article shall be
provided by the company on the premises of its executive body for reading
within seven days after the filing of the relevant request. If asked to do so
by persons having a right of access to the documents specified in Item 1 of
the present article the company shall provide them with copies of the said
documents. The amount charged by the company for the provision of such
copies shall not exceed the cost thereof.
Article 92. Compulsory Information Disclosure by a Company
1. An open company shall disclose the following:
its annual report, annual financial statements;
the issue prospectus of the company's shares in the cases stipulated
by legal acts of the Russian Federation;
an announcement of a forthcoming general meeting of shareholders,
in compliance with the procedure set out in the present Federal Law;
other information determined by the federal executive body in charge
of the securities market.
2. The compulsory disclosure of information shall be done by a
company, in particular, a closed company in the event it floats bonds or
other securities, within the scope and in the manner established by the
federal executive body in charge of the securities market.
Article 93. Information Concerning Affiliated Persons of Company
1. A person shall be deemed to be affiliated in accordance with the
requirements of the legislation of the Russian Federation.
2. Affiliated persons of a company shall be obliged to inform the
company in writing about stock of the company owned by them, specifying
their quantity and categories (or types) not later than 10 days from the date
of acquisition of the stock.
3. If as a result of the failure to submit the said information through
the fault of the affiliated person or of the untimely submission property
damage is caused to the company, the affiliated person shall bear
responsibility to the company in the amount of the damage caused.
4. A company shall be obliged to keep a record of its affiliated
persons and to submit reports concerning them in accordance with the
requirements of legislation of the Russian Federation.
Chapter XIV. Concluding Provisions
Article 94. Introduction into Effect of This Federal Law
1. This Federal Law shall be take effect on January 1, 1996.
2. As of the introduction into effect of this Federal Law, the statutory
acts in effect on the territory of the Russian Federation shall apply in a part
not contrary to this Federal Law until the bringing thereof into conformity
with this Federal Law.
3. Beginning from the time of entry of the present Federal Law into
force a company's constituent documents that do not comply with the
provisions of the present Federal Law shall be applicable in as much as
they do not conflict with said provisions.
On behalf of the Russian Federation, constituent entities of the
Russian Federation and municipal formations stockholders' rights in
respect of joint-stock companies which are under the ownership of said
public entities shall be exercised by appropriate property management
committees, property funds or other authorised state bodies or local selfgovernment bodies, except when the stocks of said joint-stock companies
are possessed on the basis of the right of economic control or day-to-day
management by unitary enterprises and institutions or are transferred for
trust management, as well as when stocks of said joint-stock companies
are managed by state corporations in compliance with federal laws.
4. The provisions of Paragraphs 2 and 3 of Article 7 of this Federal
Law shall not apply to closed companies formed prior to the introduction of
this Federal Law into effect.
5. Until the introduction into effect of the respective federal laws listed
in Clause 4 Article 1 of this Federal Law, the companies shall operate on
the basis of statutory acts of the Russian Federation adopted before the
introduction into effect of this Federal Law.
6. To propose to the President of the Russian Federation within the
period before March 1, 1996 to bring statutory acts issued by him into
conformity with this Federal Law.
7. To charge the Government of the Russian Federation within the
period before March 1, 1996 to:
bring the statutory acts issued by it into conformity with this Federal
Law;
adopt statutory acts ensuring the carrying out this Federal Law.
President of the Russian Federation
Boris Yeltsin
Moscow, the Kremlin